European Metals Holdings Regulatory News (EMH)

22 Dec 2006 10:40

Inchcape PLC22 December 2006 For immediate release Not for release, publication or distribution, in whole or in part, in or into ANY RESTRICTED JURISDICTION 22 December 2006 Recommended cash offer FOR EUROPEAN MOTOR HOLDINGS Plc ("emh") BY INCHCAPE PLC ("iNCHCAPE") Posting of Offer Document Further to its announcement on 15 December 2006 of the terms of a recommendedcash offer for EMH, the board of Inchcape announces that the Offer Document,containing a letter of recommendation from the chairman of EMH and the fullterms and conditions of the Offer together with a Form of Acceptance, was postedto EMH Shareholders yesterday. The Offer is open for acceptances until 3.00 p.m. (London time) on 11 January2007. If you hold EMH Shares in certificated form (that is, not in CREST), toaccept the Offer in respect of those EMH Shares (and, if relevant, to elect forthe Loan Note Alternative) please complete, sign and return the Form ofAcceptance which has been posted to you with the Offer Document (together withyour share certificates and any other documents of title) as soon as possibleand, in any event, so as to be received by Capita Registrars not later than 3.00p.m. on 11 January 2007. If you hold EMH Shares in uncertificated form (that is, in CREST), to accept theOffer in respect of those EMH Shares (and, if relevant, to elect for the LoanNote Alternative) please follow the procedure for electronic acceptance throughCREST so as to ensure that the TTE instruction settles as soon as possible and,in any event, not later than 3.00 p.m. on 11 January 2007. If you hold EMHShares as a CREST sponsored member, you should contact your CREST sponsor asonly your CREST sponsor will be able to send TTE instructions to CRESTCo. Copies of the Offer Document are available for collection by EMH Shareholdersfrom the offices of Inchcape plc, 22a St. James's Square, London, SW1Y 5LPduring normal business hours on any business day. Enquiries: Dresdner Kleinwort (Financial adviser and corporate broker to Tel: 020 7623 8000Inchcape) Christopher Baird Hogarth Partnership (PR adviser to Inchcape) Tel: 020 7357 9477 John OlsenRachel HirstBarnaby Fry Terms defined in the Offer Document have the same meaning in this announcement. Dresdner Kleinwort Limited, which is authorised and regulated by the FinancialServices Authority, is acting for Inchcape and for no one else in relation tothe Offer and will not be responsible to anyone other than Inchcape forproviding the protections afforded to customers of Dresdner Kleinwort Limited orfor providing advice in relation to the Offer or any matter referred to in thisannouncement. This announcement is not an offer to sell or an invitation to purchase anysecurities or the solicitation of any vote or approval in any jurisdiction. TheOffer is being made solely by means of the Offer Document and, in the case ofcertificated EMH Shares, the Form of Acceptance accompanying the Offer Document,which contain the full terms and conditions of the Offer including details ofhow it may be accepted. EMH shareholders are advised to read carefully theformal documentation in relation to the Offer. Unless otherwise determined by Inchcape, the Offer (including the Loan NoteAlternative) is not being made, directly or indirectly, in or into or by the useof the mails of, or by any means or instrumentality (including, withoutlimitation, telephonically or electronically) of interstate or foreign commerceof, or through any facilities of a national securities exchange of, anyRestricted Jurisdiction, and the Offer should not be accepted by any such use,means, instrumentality or from or within any Restricted Jurisdiction.Accordingly, copies of this announcement are not being, and must not be, mailedor otherwise forwarded, distributed or sent in, into or from any RestrictedJurisdiction and all persons receiving this announcement (including nominees,trustees and custodians) must not mail or otherwise forward, distribute or sendit in, into or from such jurisdictions as doing so may render invalid anypurported acceptance of the Offer. Notwithstanding the foregoing, Inchcape willretain the right to permit the Offer to be accepted and any sale of securitiespursuant to the Offer to be completed if, in its sole discretion, it issatisfied that the transaction in question can be undertaken in compliance withapplicable law and regulation. The Loan Notes to be issued pursuant to the Offer have not been, and will notbe, registered under the US Securities Act or under the securities laws of anystate or other jurisdiction of the United States, Canada, Australia or Japan.Accordingly, the Loan Notes may not (unless an exemption under the relevantsecurities law is applicable) be offered, sold, resold, delivered ortransferred, directly or indirectly, in or into the United States, Canada,Australia or Japan (or any other jurisdiction if to do so would constitute aviolation of the relevant laws of, or require registration thereof in, suchjurisdiction) or to, or for the account or benefit of, a person located in theUnited States, Canada, Australia or Japan. The Offer will be made for the securities of a UK company. US investors shouldbe aware that the Offer will be made in accordance with the Code and will besubject to disclosure and procedural requirements that are different to thoseunder United States law. Financial statements included in the Offer Documentwill be prepared in accordance with non-US accounting standards that may or maynot be comparable to those used to prepare the financial statements of UScompanies. The receipt of cash pursuant to the Offer by a US holder of EMH Shares may be ataxable transaction for US federal income tax purposes and under applicable USstate and local, as well as foreign and other tax laws. Each holder of EMHShares is urged to consult his or her independent professional adviserimmediately regarding the tax consequences of acceptance of the Offer. It may be difficult for US holders of EMH Shares to enforce their rights and anyclaim arising out of the US federal securities laws since Inchcape and EMH arelocated in non-US jurisdictions and some or all of their officers and directorsmay be residents of non-US jurisdictions. US holders of EMH Shares may not beable to sue a non-US company or its officers or directors in a non-US court forviolations of the US securities laws. Further, it may be difficult to compel anon-US company and its affiliates to subject themselves to a US court'sjudgement. The distribution of this announcement in jurisdictions other than the UK may berestricted by law and therefore any persons who are subject to the laws of anyjurisdiction other than the UK should inform themselves about, and observe, anyapplicable requirements. This information is provided by RNS The company news service from the London Stock Exchange