Dekel Agri Regulatory News (DKL)

28 Mar 2006 07:01

European Tobacco Development S.A.28 March 2006 European Tobacco Development S.A.28 March 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM A US RESTRICTED JURISDICTION, CANADA, AUSTRALIA OR JAPAN RECOMMENDED MANDATORY CASH OFFER BY SOLOMON HARE CORPORATE FINANCE ON BEHALF OF EUROPEAN TOBACCO DEVELOPMENT S.A.('ETD') FOR DICKINSON LEGG GROUP PLC ('DLG') Extension of Offer and level of acceptances On 6 March 2006, ETD announced the terms of a recommended mandatory cash offer for the entire issued and to be issued ordinary share capital of DLG not already owned or contracted to be acquired by ETD. As at 1.00 pm on 27 March 2006, being the first closing date of the Offer, valid acceptances had been received in respect of a total of 8,398,687 DLG Shares, representing approximately 23.1 per cent. of the entire issued share capital of DLG and representing 47.3 per cent. of the ordinary shares to which the Offer relates. Prior to the announcement of the Offer ETD agreed to purchase for 17.75 pence per share 18,602,377 DLG Shares, representing approximately 51.2 per cent. of the entire issued share capital of DLG and had received an irrevocable undertaking from Thomas Mackie to accept the Offer in respect of a further 100,000 DLG Shares. The acquisition of the 18,602,377 DLG Shares has now been completed and a valid acceptance has been received in respect of the DLG Shares that were the subject of the irrevocable undertaking. In aggregate, ETD now owns or has received valid acceptances in respect of 27,001,064 DLG Shares representing approximately 74.3 per cent of the entire issued ordinary share capital of DLG. ETD announces that it is extending the Offer and that the next closing date of the Offer will be 1.00 pm on 10 April 2006. DLG Shareholders who wish to accept the Offer, and who have not done so, should complete, sign and return their Form of Acceptance as soon as possible, in accordance with the instructions printed thereon, whether or not their DLG Shares are in CREST, and return them, as soon as possible and, in any event, by no later than 1.00 pm on 10 April 2006, to the receiving agents to the Offer, Computershare Investor Services PLC at PO Box 859, The Pavilions, Bridgwater Road, Bristol, BS99 1XZ. Additional Forms of Acceptance are available from Computershare Investor Services PLC on 0870 702 0100, or +44 870 702 0100 if calling from outside the UK. De-listing DLG Shareholders should be aware that, pursuant to paragraph 15 of the letter from Solomon Hare Corporate Finance set out in the Offer Document, ETD intends to procure that DLG applies to the London Stock Exchange for the cancellation of the admission of the DLG Shares to trading on AIM once it receives sufficient acceptances from DLG Shareholders to take its shareholding to over 75 per cent. Any such cancellation is anticipated to take effect no earlier than 20 business days after ETD receives sufficient acceptances from DLG Shareholders to take its shareholding to over 75 per cent. After the DLG Shares are no longer admitted to trading on AIM, ETD will also seek to procure the re-registration of DLG as a private limited company under the relevant provisions of the Companies Act. Settlement of consideration The consideration will be despatched by first class post, or made by means of a CREST payment, on or before 10 April 2006 to DLG Shareholders who have validly accepted the Offer before the date of this announcement. Thereafter, consideration will be despatched, or made by means of a CREST payment, to DLG Shareholders who validly accept the Offer within 14 days of receipt of an acceptance valid in all respects. Terms defined in the Offer Document dated 6 March 2006 shall, unless the context requires otherwise, have the same meanings in this announcement. Enquiries Solomon Hare Corporate FinanceNick Reeve, David Abbott0117 933 3344 Solomon Hare Corporate Finance, which is regulated by the Institute of Chartered Accountants in England and Wales, is acting exclusively for ETD and no one else in connection with the Offer and other matters described herein and will not be responsible to anyone other than ETD for providing the protections afforded to customers of Solomon Hare Corporate Finance or for giving advice in relation to the Offer or in relation to any other matter referred to in this Announcement. The Offer is not being made, directly or indirectly, in or into any US Restricted Jurisdiction, Canada, Australia, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from any US Restricted Jurisdiction, Canada, Australia, Japan or any other such jurisdiction. ETD is a subsidiary of Garbuio, an Italian registered company. The Garbuio Directors accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. This information is provided by RNS The company news service from the London Stock Exchange