European Metals Holdings Regulatory News (EMH)

16 Jan 2007 07:01

Inchcape PLC16 January 2007 FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTION 16 January 2007 RECOMMENDED CASH OFFER FOR EUROPEAN MOTOR HOLDINGS PLC ("EMH") BY INCHCAPE PLC ("INCHCAPE") OFFER UNCONDITIONAL AS TO ACCEPTANCES On 15 December 2006, Inchcape announced a recommended cash offer to acquire thewhole of the issued and to be issued share capital of EMH (the "Offer"). TheOffer Document was posted to EMH Shareholders on 21 December 2006. Offer unconditional as to acceptances As at 3.00 p.m. on 15 January 2007, Inchcape had received valid acceptances ofthe Offer in respect of a total of 28,172,221 EMH Shares, representingapproximately 51.44 per cent. of the existing issued share capital of EMH.Inchcape owns 10,157,207 EMH Shares, representing approximately 18.55 per cent.of the existing issued share capital of EMH. On 12 January 2007, Inchcapeannounced that it had agreed to acquire 3,027,324 EMH Shares, representingapproximately 5.53 per cent. of the existing issued share capital of EMH.Accordingly, Inchcape has acquired or agreed to acquire or has received validacceptances in respect of 41,356,752 EMH Shares, representing approximately75.51 per cent. of the existing issued share capital of EMH. Inchcape has now declared that the Offer is 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. Background to and reasons for the Offer Inchcape's strategy in the UK is to create scale relationships with brandpartners in the premium sector of the market, in order to benefit from strongerrelationships with those partners and from economies of scale. EMH has a focus on premium brands and has franchised dealerships with a numberof Inchcape's core brand partners including BMW, MINI, Volkswagen, Audi and PAG.EMH's dealerships are mainly in the North, North East and North West of Englandand complement those regions in which Inchcape operates. The acquisition of EMHwill further Inchcape's objective of building scale in the UK retail market andreinforce its commitment to the premium brands sector. The acquisition willresult in Inchcape being the number 1or 2 retailer with a significant number ofits brand partners. The acquisition of EMH will also create the opportunity for Inchcape tostreamline the Enlarged Group's UK dealership portfolio, in order to focus onfewer, larger scale brand partnerships and to achieve efficiencies and economiesof scale, in line with Inchcape's margin enhancement objectives. Enquiries: Inchcape Tel: 020 7546 0022 Andre Lacroix, Group Chief ExecutiveBarbara Richmond, Group Finance Director Dresdner Kleinwort (Financial adviser and corporate broker Tel: 020 7623 8000to Inchcape) Rosalind Hedley-MillerCharles BattenChristopher Baird Financial Dynamics (PR adviser to Inchcape) Tel: 020 7831 3113 Jonathon 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