European Metals Holdings Regulatory News (EMH)

26 Jan 2007 07:01

Inchcape PLC26 January 2007 For immediate release NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTION ANY RESTRICTED JURISDICTION 26 January 2007 RECOMMENDED CASH OFFER FOR EUROPEAN MOTOR HOLDINGS PLC ("EMH") BY INCHCAPE PLC ("INCHCAPE") OFFER UPDATE AND EXTENSION Level of acceptances and ownership Inchcape announces that as at 3.00 p.m. on 25 January 2007, the second closingdate of the Offer, Inchcape had received valid acceptances of the Offer inrespect of a total of 37,849,764 EMH Shares, representing approximately 69.11per cent. of the existing issued share capital of EMH. Of these acceptances,Inchcape has received valid elections for the Loan Note Alternative in respectof 839,878 EMH Shares, representing approximately 1.53 per cent. of the existingissued share capital of EMH. Inchcape is the beneficial owner of 13,451,877 EMH Shares, representingapproximately 24.56 per cent. of the existing issued ordinary share capital ofEMH. Accordingly, Inchcape is the beneficial owner of or has received validacceptances in respect of 51,301,641 EMH Shares, representing approximately93.67 per cent. of the existing issued share capital of EMH. On 16 January 2007, Inchcape declared the Offer unconditional as to acceptances. Save as disclosed in this announcement or in the Offer Document, neitherInchcape nor any person acting in concert with Inchcape is interested in or hasany rights to subscribe for any EMH Shares, nor does any such person have anyshort position or any arrangement in relation to EMH Shares. For thesepurposes, "arrangement" includes any agreement to sell or any deliveryobligation or right to require another person to purchase or take delivery ofEMH Shares and any borrowing or lending of EMH Shares that have not been on-lentor sold. Extension of the Offer Inchcape announces that the Offer (including the Loan Note Alternative) has beenextended and will remain open for acceptance until 3.00 p.m. on 6 February 2007. As set out in the Offer Document, if Inchcape receives acceptances under theOffer in respect of, or otherwise acquires, 90 per cent. or more of the EMHShares to which the Offer relates, Inchcape will exercise its rights pursuant tothe provisions of Schedule 2 to the Interim Implementation Regulations or therelevant provisions of the Companies Act 2006 to acquire compulsorily theremaining EMH Shares in respect of which the Offer has not been accepted. Terms defined in the Offer Document have the same meaning in this announcement.References to times are to London time. Enquiries: Dresdner Kleinwort (Financial adviser and corporate broker to Inchcape) Tel: 020 7623 8000Rosalind Hedley-MillerCharles BattenChristopher Baird Financial Dynamics (PR adviser to Inchcape) Tel: 020 7831 3113Jonathon BrillBilly Clegg 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