CTP.L Regulatory News (CTP)

31 Jul 2006 07:02

Redstone PLC31 July 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTOTHE UNITED STATES, AUSTRALIA, CANADA OR JAPAN 31 July 2006 RECOMMENDED CASH OFFER for SYMPHONY TELECOM HOLDINGS PLC by EVOLUTION SECURITIES LIMITED on behalf of REDSTONE PLC Offer update Offer update On 18 July 2006, the board of Redstone ("Redstone") declared that therecommended cash offer, made by Evolution Securities Limited on its behalf, forthe entire existing issued share capital of Symphony Telecoms Holdings Plc("Symphony"), as unconditional in all respects. The board of Redstone today announces that, as at 3.00 p.m. on 28 July 2006,being the second closing date of the Offer being made by Evolution on behalf ofRedstone for the entire issued and to be issued share capital of SymphonyTelecom Holdings plc ("Symphony") as set out in the Offer Document dated 23 June2006, valid acceptances of the Offer had been received in respect of a total of31,294,662 Symphony Shares representing, in aggregate, approximately 98.66 percent. of Symphony's total issued share capital. Accordingly Redstone confirmsthat it intends to exercise its rights pursuant to the provisions of sections428 to 430F of the Act to acquire compulsorily Symphony Shares in respect ofwhich acceptances have not been received. A further announcement will be madein due course. Accordingly, Redstone is today posting statutory notices under section 429(4) ofthe Act to Symphony Shareholders who have not yet validly accepted the Offer,informing such Symphony Shareholders that it will compulsorily acquire theirSymphony Shares under the provisions of sections 428 to 430F of the Act. Thecompulsory acquisition procedure is expected to be completed on, or shortlyafter, 11 September 2006. Notice has also been sent to the board of Symphony requesting that the SymphonyDirectors make an application to the London Stock Exchange for the cancellationof the trading of the Symphony Shares on AIM. Accordingly, it is expected thatsuch cancellation will take effect on or around 30 August 2006 or as soon aspracticable thereafter. ENQUIRIES Redstone plc Tel. +44 (0)845 200 2200Martin Balaam, Chief ExecutiveTim Perks, Chief Financial Officer ICIS Limited Tel. +44 (0)20 7651 8688Tom Moriarty or +44 (0)7769 937 626 The Directors accept responsibility for the information contained in thisAnnouncement. To the best of the knowledge and belief of the Redstone Directors(who have taken all reasonable care to ensure that such is the case) theinformation contained in this Announcement is in accordance with the facts anddoes not omit anything likely to affect the import of such information. Evolution Securities Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority is acting for Redstone and no oneelse in connection with the Offer and will not be responsible to anyone otherthan Redstone for providing the protections afforded to clients of EvolutionSecurities Limited or for providing advice in connection with the Offer. This Announcement does not constitute an offer or an invitation to purchase orsubscribe for any securities. The Offer is being made solely by means of theOffer Document, an advertisement to be published in the London edition of theFinancial Times and the Form of Acceptance (in respect of certificated RedstoneShares), which contain the full terms and conditions of the Offer, includingdetails of how the Offer may be accepted. Unless otherwise determined by Redstone and permitted by applicable law andregulation, the Offer is not being made, directly or indirectly, in or into, orby the use of the mails or by any means or instrumentality (including, withoutlimitation, telephonically or electronically) of interstate or foreign commerce,or any facility of a national securities exchange, of a Restricted Jurisdiction(including the United States, Canada, Australia or Japan) and the Offer will notbe capable of acceptance by any such use, means, instrumentality or facility orfrom within a Restricted Jurisdiction. Accordingly, copies of this Announcementare not being, and must not be, directly or indirectly, mailed or otherwiseforwarded, distributed or sent in or into or from a Restricted Jurisdiction andpersons receiving this Announcement (including, without limitation, custodians,nominees and trustees) must not mail or otherwise forward, distribute or send itin or into or from a Restricted Jurisdiction. Doing so may render invalid anypurported acceptance of the Offer. The availability of the Offer to persons whoare not resident in the United Kingdom may be affected by the laws of therelevant jurisdictions. Persons who are not resident in the United Kingdomshould inform themselves about and observe any applicable requirements. Unless the context requires otherwise, words and expressions where defined inthe offer document dated 23 June 2006 (the "Offer Document") shall have the samemeanings in this Announcement. This information is provided by RNS The company news service from the London Stock Exchange