European Metals Holdings Regulatory News (EMH)

29 Jan 2007 15:18

Inchcape PLC29 January 2007 FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTION 29 January 2007 RECOMMENDED CASH OFFER FOR EUROPEAN MOTOR HOLDINGS PLC ("EMH") BY INCHCAPE PLC ("INCHCAPE") OFFER UNCONDITIONAL IN ALL RESPECTS Inchcape is pleased to announce that all of the conditions of the Offer have nowbeen satisfied or waived and the Offer is now declared unconditional in allrespects. The Offer will remain open for acceptance until further notice. The Loan NoteAlternative will remain open for acceptance until 3.00 p.m. on 6 February 2007. Settlement of consideration Settlement of the consideration to accepting EMH Shareholders or theirdesignated agents will be effected as set out below: (a) in the case of acceptances received complete in all respects by 29 January2007, within 14 calendar days; or (b) in the case of acceptances received complete in all respects after 29January 2007, within 14 calendar days of such receipt. Compulsory acquisition, de-listing, cancellation and listing As set out in the Offer Document, Inchcape intends to procure that EMH willapply for the cancellation of the listing of the EMH Shares on the Official Listand for the cancellation of trading of the EMH Shares on the London StockExchange's market for listed securities. Inchcape expects that suchcancellations will take effect no earlier than 26 February 2007. Thecancellation of the listing would significantly reduce the liquidity andmarketability of any EMH Shares not assented to the Offer at that time. Further, as set out in the Offer Document, having received acceptances of theOffer in respect of, or otherwise acquired, 90 per cent. or more of the EMHShares to which the Offer relates, Inchcape intends to exercise its rightspursuant to the provisions of Schedule 2 to the Interim ImplementationRegulations or the relevant provisions of the Companies Act 2006 to acquirecompulsorily the remaining EMH Shares in respect of which the Offer has not beenaccepted. 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 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 0022Andre Lacroix, Group Chief ExecutiveBarbara Richmond, Group Finance Director Dresdner Kleinwort Tel: 020 7623 8000Rosalind Hedley-MillerCharles BattenChristopher Baird Financial Dynamics 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