CTP.L Regulatory News (CTP)

17 Jul 2006 13:24

Redstone PLC17 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 OFFFER FOR SYMPHONY TELECOM HOLDINGS PLC Result of Extraordinary General Meeting At the Extraordinary General Meeting of the Company held today the resolutionsput to shareholders in order to effect the Placing and the Offer for SymphonyTelecom Holdings plc ("Symphony"), announced on 23 June 2006, were duly passed. Consequently the Placing and Offer are now unconditional in all respects savefor the admission of the New Redstone Shares to trading on AIM which is expectedto occur tomorrow, Tuesday 18 July 2006. 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. The Offer remains subject to the terms and conditions set out in the OfferDocument. 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. 17 July 2006 This information is provided by RNS The company news service from the London Stock Exchange