CTP.L Regulatory News (CTP)

22 Jan 2007 07:02

Redstone PLC22 January 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN REDSTONE PLC ("Redstone" or the "Company") RECOMMENDED OFFER FOR IDN TELECOM PLC Offer Declared Wholly Unconditional Evolution Securities Limited ("Evolution") announces that as at 1.00 p.m. on 19January 2007, being the third closing date of the Offer being made by Evolutionon behalf of Redstone for the entire issued and to be issued share capital ofIDN Telecom PLC ("IDN") as set out in the Offer Document dated 1 December 2006,valid acceptances of the Offer had been received in respect of a total of354,527,241 IDN Shares representing, in aggregate, approximately 88.30 per cent.of IDN's total issued share capital. The directors of Redstone now announce that all the conditions to the Offer havebeen satisfied or waived and that the Offer is declared unconditional in allrespects. The Offer will remain open until further notice. Prior to the announcement of the Offer on 30 November 2006 Redstone had receivedirrevocable undertakings to accept the Offer from IDN Shareholders in respect of154,213,231 IDN Shares held by them, representing approximately 39.75 per cent.of IDN's then total issued share capital. Valid acceptances have been receivedin respect of 154,213,231 IDN Shares remaining subject to the irrevocableundertakings and are included in the total number of acceptances referred toabove. As announced previously, Redstone had also received an irrevocable undertakingfrom Michael Morrison, Chief Executive of IDN to accept the Offer in respect ofIDN Shares acquired as a result of exercising his vested options. Mr Morrisonhas now exercised options over 13,586,250 IDN Shares and accepted the Offer inrespect of such IDN Shares. This acceptance is included in the total number ofacceptances referred to above. For IDN Shares in certificated form, Forms of Acceptance not yet returned shouldbe completed, signed and returned in accordance with the instructions set out inthe Offer Document and on the Form of Acceptance so as to be received as soon aspossible. For IDN Shares held in uncertificated form, an Electronic Acceptanceshould be made in accordance with the instructions in the Offer Document so thatsettlement takes place as soon as possible. Save as disclosed above, no IDN Shares have been acquired or agreed to beacquired by or on behalf of Redstone or any person acting in concert withRedstone during the Offer Period and neither Redstone nor any person acting inconcert with Redstone has the benefit of any irrevocable commitment or letter ofintent in respect of any IDN Shares or has any interest in any IDN Shares, orany short position (whether conditional or absolute and whether in the money orotherwise and including any short position under a derivative), any agreement tosell, any delivery obligation, any right to require another person to purchaseor take delivery in respect of any IDN Shares, any right to subscribe for anyIDN Shares or any stock borrowing or lending arrangement in respect of any IDNShares. Settlement of consideration The consideration due to IDN Shareholders who have already provided valid andcomplete acceptances under the Offer will be despatched by 2 February 2007. Theconsideration due to IDN Shareholders who provide valid and complete acceptancesunder the Offer after the date of this announcement will be despatched within 14days of the date of receipt. Cancellation of admission to AIM As valid acceptances have been received by Redstone under the Offer in respectof more than 75 per cent. of the IDN Shares to which the Offer relates, Redstoneconfirms that trading of the IDN Shares on AIM will be cancelled with effectfrom 8.00 a.m. Monday 19 February 2007. Accordingly, it is expected that thelast trading day in IDN Shares will be Friday 16 February 2007. Unless the context otherwise requires, defined terms used in this announcementshall have the meanings given to them in the Offer Document. The Redstone Directors accept responsibility for all the other informationcontained in this announcement. To the best of the knowledge and belief of theRedstone Directors and the IDN Directors (who have taken all reasonable care toensure that such is the case) the information contained in this announcement forwhich they are respectively responsible is in accordance with the facts and doesnot omit anything likely to affect the import of such information. Evolution Securities Limited, which is regulated in the UK by the FinancialServices Authority, is acting exclusively for Redstone in connection with theOffer and no one else and will not be responsible to anyone other than Redstonefor providing the protections afforded to clients of Evolution SecuritiesLimited nor for providing advice in relation to the Offer. This announcement does not constitute an offer to sell, or an invitation topurchase, subscribe for or exchange any securities or a solicitation of an offerto subscribe for or buy any security, nor is it a solicitation of any vote orapproval in any jurisdiction, nor shall there be any sale, issuance or transferof the securities referred to in this announcement in any jurisdiction incontravention of applicable law. The Offer is made solely by means of the OfferDocument, the advertisement published in the London edition of the FinancialTimes on 4 December 2006 and the Form of Acceptance (in respect of certificatedIDN Shares), which contain the full terms and conditions of the Offer, includingdetails of how the Offer may be accepted and any such purchase, subscription orexchange should be made solely on the basis of information contained in suchdocuments. The Offer will not be made, directly or indirectly, in or into, or by the use ofmails or any means or instrumentality (including, without limitation,telephonically or electronically) of interstate or foreign commerce of, or anyfacility of a national securities exchange of, the United States, Canada,Ireland, Australia or Japan and the Offer will not be capable of acceptance byany such use, means, instrumentality or facilities from or within the UnitedStates, Canada, Ireland, Australia or Japan. Accordingly, copies of this announcement and any related documents are notbeing, and must not be, directly or indirectly, mailed or otherwise forwarded,distributed or sent in or into or from the United States, Canada, Ireland,Australia or Japan and persons receiving this announcement and any relateddocument (including custodians, nominees and trustees) must not mail orotherwise forward, distribute or send it in, into or from the United States,Canada, Ireland, Australia or Japan or such other jurisdiction where to do sowould constitute a violation of the relevant laws of such jurisdiction. Doing somay render invalid any purposed acceptance of the Offer. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdictions. Persons whoare not resident in the United Kingdom should inform themselves about andobserve any applicable requirements. 22 January 2007 This information is provided by RNS The company news service from the London Stock Exchange