CTP.L Regulatory News (CTP)

18 Jul 2006 08:19

Redstone PLC18 July 2006 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 SYMPHONY TELECOM HOLDINGS PLC Offer Declared Wholly Unconditional Following the passing of the resolutions put to shareholders in order to effectthe Placing and the Offer for Symphony Telecom Holdings plc ("Symphony"),announced on 23 June 2006, admission of the New Redstone Shares to trading onAIM occurred at 8.00 a.m. today, 18 July 2006. Accordingly, the board ofRedstone announces that all outstanding conditions of the Offer have either beensatisfied or waived and that, consequently, the Placing and Offer are nowunconditional in all respects. The Offer remains open until 3.00 p.m. on 28 July 2006. For Symphony Shares in certificated form, Forms of Acceptance not yet returnedshould be completed, signed and returned in accordance with the instructions setout in the Offer Document and on the Form of Acceptance so as to be received assoon as possible and in any event by no later than 3.00 p.m. on 28 July 2006.For Symphony Shares held in uncertificated form, an Electronic Acceptance shouldbe made in accordance with the instructions in the Offer document so thatsettlement takes place no later than 3.00 p.m. on 28 July 2006. Levels of acceptance and ownership As at 3.00 p.m. on 14 July 2006, being the first closing date of the Offer asset out in the Offer Document dated 23 June 2006, valid acceptances of the Offerhad been received in respect of a total of 30,570,674 Symphony Sharesrepresenting, in aggregate, approximately 98.30 per cent. of Symphony's totalissued share capital. Prior to the announcement of the Offer on 22 June 2006 Redstone had receivedirrevocable undertakings to accept the Offer from the Symphony Directors andEckoh in respect of 20,221,960 Symphony Shares held by them, representingapproximately 65.0 per cent. of Symphony's total issued share capital. Validacceptances have been received in respect of all the Symphony Shares subject tothe irrevocable undertakings. Save as disclosed above, no Symphony 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 Symphony Shares or has any interest in any SymphonyShares, or any short position (whether conditional or absolute and whether inthe money or otherwise and including any short position under a derivative), anyagreement to sell, any delivery obligation, any right to require another personto purchase or take delivery in respect of any Symphony Shares, any right tosubscribe for any Symphony Shares or any stock borrowing or lending arrangementin respect of any Symphony Shares. Settlement of consideration The consideration due to Symphony Shareholders who have already provided validand complete acceptances under the Offer will be despatched by 1 August 2006.The consideration due to Symphony Shareholders who provide valid and completeacceptances under the Offer after the date of this announcement will bedespatched within 14 days of the date of receipt. Compulsory acquisition and cancellation of admission to AIM As valid receives acceptances have been received by Redstone under the Offer inrespect of more than 90 per cent. of the Symphony Shares to which the Offerrelates, Redstone confirms that it intends to exercise its rights pursuant tothe provisions of sections 428 to 430F of the Act to acquire compulsorilySymphony Shares in respect of which acceptances have not been received. Afurther announcement will be made in due course. 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 Symphony Directors (who have taken all reasonablecare to ensure that such is the case) the information contained in thisannouncement for which they are respectively responsible is in accordance withthe facts and does not omit anything likely to affect the import of suchinformation. 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 26 June 2006 and the Form of Acceptance (in respect of certificatedSymphony Shares), which contain the full terms and conditions of the Offer,including details of how the Offer may be accepted and any such purchase,subscription or exchange should be made solely on the basis of informationcontained in such documents. 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,Australia or Japan and the Offer will not be capable of acceptance by any suchuse, means, instrumentality or facilities from or within the United States,Canada, Australia or Japan. Accordingly, copies of this announcement and anyrelated documents are not being, and must not be, directly or indirectly, mailedor otherwise forwarded, distributed or sent in or into or from the UnitedStates, Canada, Australia or Japan and persons receiving this announcement andany related document (including custodians, nominees and trustees) must not mailor otherwise forward, distribute or send it in, into or from the United States,Canada, Australia or Japan or such other jurisdiction where to do so wouldconstitute a violation of the relevant laws of such jurisdiction. Doing so mayrender 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. 18 July 2006 This information is provided by RNS The company news service from the London Stock Exchange