Crest Nicholson Regulatory News (CRST)

28 Feb 2007 17:22

Crest Nicholson PLC28 February 2007 Crest Nicholson PLC28 February 2007 Crest Nicholson PLC ("Crest Nicholson" or "the Company") Following the announcement earlier today of a further extension to the "put upor shut up" deadline made by the Panel Executive, Crest Nicholson confirms thatadvanced discussions are continuing with Castle Bidco Limited ("Castle Bidco")with a view to Castle Bidco making an offer, proposed to be made by way of aCourt-approved scheme of arrangement, for all of the issued and to be issuedshare capital of the Company which it does not already own, at 629.7 pence pershare, consisting of a cash offer of 620 pence per share and the right to adividend of 9.7 pence per share which the Board declared with the preliminaryresults on 25 January 2007. The Board intends to recommend the offer. The Takeover Panel has agreed to extend the "put up or shut up" deadline to 5pmon 7 March 2007. There can be no certainty that an offer will be forthcoming.A further announcement will be made as and when appropriate. This announcement has been made with the consent of Castle Bidco. Enquiries: Crest Nicholson PLCJohn MatthewsStephen StoneTel: 01932 580555 Dresdner Kleinwort LimitedCharles BattenMichael CovingtonAngus Kerr (Corporate Broking)Tel: 020 7623 8000 Brunswick GroupAndrew FenwickKate MillerTel: 020 7404 5959 Dresdner Kleinwort Limited, which is authorised and regulated by the FinancialServices Authority, is acting for Crest Nicholson PLC and for no-one else inconnection with the contents of this document and will not be responsible toanyone other than Crest Nicholson PLC for providing the protections afforded tocustomers of Dresdner Kleinwort Limited, or for affording advice in relation tothe contents of this document or any matters referred to herein. Dealing Disclosure Requirements: Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if anyperson is, or becomes, 'interested' (directly or indirectly) in 1% or more ofany class of 'relevant securities' of Crest Nicholson PLC, all 'dealings' in any'relevant securities' of that company (including by means of an option inrespect of, or a derivative referenced to, any such 'relevant securities') mustbe publicly disclosed by no later than 3.30 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe 'offer period' otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an'interest' in 'relevant securities' of Crest Nicholson PLC, they will be deemedto be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevantsecurities' of Crest Nicholson PLC by Crest Nicholson PLC or by any of its'associates', must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevantsecurities' 'dealings' should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk/. 'Interests in securities' arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an 'interest' byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on theTakeover Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a 'dealing' under Rule 8, you should consult the TakeoverPanel. This information is provided by RNS The company news service from the London Stock Exchange