European Metals Holdings Regulatory News (EMH)

12 Jan 2007 07:01

Inchcape PLC12 January 2007 FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTION 12 January 2007 RECOMMENDED CASH OFFER FOR EUROPEAN MOTOR HOLDINGS PLC ("EMH") BY INCHCAPE PLC ("INCHCAPE") OFFER UPDATE AND EXTENSION 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 setting out the full terms of the Offer was posted to EMHShareholders on 21 December 2006. Level of acceptances and ownership Inchcape announces that as at 3.00 p.m. on 11 January 2007, being the firstclosing date of the Offer, Inchcape had received valid acceptances of the Offerin respect of a total of 28,131,594 EMH Shares, representing approximately 51.36per cent. of the existing issued share capital of EMH. Of these acceptances,Inchcape has received valid elections for the Loan Note Alternative in respectof 775,362 EMH Shares, representing approximately 1.42 per cent. of the existingissued share capital of EMH. Inchcape is also the beneficial owner of 10,157,207 EMH Shares, representingapproximately 18.55 per cent. of the existing issued ordinary share capital ofEMH. Accordingly, Inchcape is the beneficial owner or has received valid acceptancesin respect of 38,288,801 EMH Shares, representing approximately 69.91 per cent.of the existing issued share capital of EMH. 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. Prior to the posting of the Offer Document on 21 December 2006, Inchcape hadreceived undertakings to accept (or procure the acceptance of) the Offer inrespect of a total of 15,002,819 EMH Shares representing approximately 27.4 percent. of the existing issued share capital of EMH. Valid acceptances have beenreceived in respect of 15,002,819 EMH Shares that were the subject of theundertakings and are included in the total number of valid acceptances referredto above. 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 25 January 2007. The Offer remains subject to the terms and conditions set out in the OfferDocument (including the receipt of valid acceptances in respect of not less than90 per cent. (or such lower percentage as Inchcape may decide) in nominal valueof the EMH Shares to which the Offer relates). To accept the Offer To accept the Offer in respect of EMH Shares held in certificated form, Forms ofAcceptance not yet returned must be duly completed, signed and returned by postor by hand (during normal business hours only) to Capita Registrars, CorporateActions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU as soon aspossible and, in any event, so as to be received by no later than 3.00 p.m. on25 January 2007. Additional Forms of Acceptance are available from CapitaRegistrars on 0870 162 3121 or, if calling from outside the United Kingdom, on+44 208 639 2157. To accept the Offer in respect of EMH Shares held in uncertificated form (thatis, in CREST), EMH Shareholders should make their acceptance electronicallythrough CREST so that the TTE instruction settles no later than 3.00 p.m. on 25January 2007. Timing Inchcape currently expects that the date on which the Offer will be capable ofbeing declared unconditional in all respects is 6 February 2007. On this basis,and having regard to Rule 31.7 of the Takeover Code, the earliest date on whichInchcape expects to declare the Offer unconditional as to acceptances is 16January 2007. The Offer will remain open for acceptances for not less than 14days from the date on which it is declared unconditional as to acceptances. 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