FAP.L Regulatory News (FAP)

14 Nov 2005 16:15

Faupel PLC14 November 2005 Faupel plc Offer update 14 November 2005 Not for release, distribution or publication in or into or from the USA, Canada,Australia, South Africa, the Republic of Ireland or Japan Recommended Cash Offer by RSM Robson Rhodes LLP on behalf of Max Money Resources Limited ("MMR") for Faupel Plc ("Faupel") Offer Declared Wholly Unconditional Earlier today the Offer was declared unconditional as to acceptances. Thedirectors of MMR are now pleased to announce that the recommended cash offer forFaupel is declared unconditional in all respects. The Offer will remain open for acceptance until further notice and remainssubject to the terms set out in the Offer Document. Settlement of the consideration due under the Offer will be despatched on orbefore 28 November 2005 in respect of Faupel Shares for which valid and completeacceptances of the Offer have already been received. Settlement of theconsideration in respect of valid acceptances received on or after today's datewill be despatched within 14 days of receipt of Forms of Acceptance which arevalid and complete in all respects. MMR intends, as soon as it becomes entitled to do so, to apply the provisions ofsections 428 to 430F (inclusive) of the Companies Act to acquire compulsorilyany outstanding Faupel Shares to which the Offer relates. In thosecircumstances, as required by Section 430 of the Companies Act, the terms of theOffer will remain the same, but those Faupel Shareholders who have not acceptedthe Offer should note that, as MMR has closed the Loan Note Alternative pursuantto the terms of the Offer, they will receive cash consideration in respect oftheir Faupel Shares. MMR intends to procure that Faupel applies for cancellation of the trading ofthe Faupel Shares on AIM. Such cancellation will be subject to a 20 business daynotice period, and accordingly it is anticipated that cancellation of tradingwill take place on or about 20 December 2005. As of 1.00 p.m. (London time) on 11 November 2005 valid acceptances had beenreceived in respect of 11,861,011 Faupel Shares, representing approximately 75.5per cent. of the issued share capital of Faupel. Prior to making the Offer, MMR received irrevocable undertakings to accept orprocure the acceptance of the Offer in respect of 9,571,994 Faupel Shares,representing approximately 60.93 per cent. of the issued share capital ofFaupel, as set out in the announcement of 21 October 2005. Valid acceptances ofthe Offer have been received in respect of all the 9,571,994 Faupel Shares whichwere the subject of such irrevocable undertakings. Prior to making the Offer, MMR held 3,150,000 Faupel Shares representingapproximately 20.05 per cent. of the issued share capital of Faupel. Save as disclosed above, neither MMR nor any person acting in concert with MMRfor the purposes of the Offer owned or controlled any Faupel Shares (or rightsover such shares) immediately prior to the commencement of the Offer Period norhas any such person acquired or (other than pursuant to the Offer) agreed toacquire any such shares or (save for the irrevocable undertakings to accept orprocure acceptance of the Offer referred to above) any rights over such sharesduring the Offer Period. Faupel Shareholders who wish to accept the Offer, and have not yet done so,should complete the Form of Acceptance enclosed with the Offer Document andreturn it, together with supporting documents, as soon as possible by post toComputershare Investor Services PLC, PO Box 859, The Pavilions, Bridgwater Road,Bristol BS99 1XZ or by hand only (during usual business hours) to ComputershareInvestor Services PLC, 2nd Floor, Vintners Place, 68 Upper Thames Street, LondonEC4V 3BJ. Laurence Mead ..................... 07810 658748 (MMR) RSM Robson Rhodes ..................... 020 7865 2341 (Financial Adviser to MMR) Martin Gibbs Samantha Harrison Unless otherwise defined herein, terms defined in the Offer Document have thesame meaning in this announcement. RSM Robson Rhodes, which is regulated in the UK by the Financial ServicesAuthority, is acting exclusively for MMR and for no one else in connection withthe Offer and will not be responsible to anyone other than MMR for providing theprotections afforded to customers of RSM Robson Rhodes or for giving advice inrelation to the Offer. Bridgewell, which is regulated in the UK by the Financial Services Authority, isacting exclusively for Faupel and for no one else in connection with the Offerand will not be responsible to anyone other than Faupel for providing theprotections afforded to customers of Bridgewell or for giving advice in relationto the Offer. This announcement does not constitute an offer or invitation to purchase anysecurities or a solicitation of an offer to buy any securities, pursuant to theOffer (including the Loan Note Alternative) or otherwise. This announcement and the Offer (including the Loan Note Alternative) are notbeing made and will not be made, directly or indirectly, in or into, or by useof the mails or by any means or instrumentality (including, without limitation,telephonically or electronically) of interstate or foreign commerce of, or byany facilities of, a national, state or other securities exchange of the USA,Canada, Australia, South Africa, the Republic of Ireland or Japan or any otherjurisdiction if to do so would constitute a violation of the relevant laws ofsuch jurisdiction, and the Offer (including the Loan Note Alternative) cannot beaccepted by any such use, means or instrumentality or otherwise from or withinthe USA, Canada, Australia, South Africa, the Republic of Ireland or Japan orany other such jurisdiction. Accordingly, this announcement, the Offer Documentand the Form of Acceptance or any accompanying document are not being, and mustnot be, directly or indirectly, mailed or otherwise distributed or sent in orinto or from the USA, Canada, Australia, South Africa, the Republic of Irelandor Japan or any other such jurisdiction. The Loan Notes to be issued pursuant to the Offer have not been, and will notbe, registered under the United States Securities Act of 1933 (as amended) orunder any of the securities laws of any State or other jurisdiction of theUnited States and no prospectus in relation to the Loan Notes has been or willbe filed or registration made under any securities laws of Canada in connectionwith the issue of Loan Notes in any jurisdiction in Canada, nor has a prospectusin relation to the Loan Notes been lodged with or registered by the AustralianSecurities and Investment Commission, nor have any steps been taken, nor willany steps be taken, to enable the Loan Notes to be offered in compliance withthe applicable securities laws of South Africa, the Republic of Ireland or Japanor any jurisdiction outside the United Kingdom. Accordingly, unless anexemption under relevant securities laws is applicable, the Loan Notes may notbe offered, sold, delivered or transferred, directly or indirectly, in or intothe USA, Canada, Australia, South Africa, the Republic of Ireland or Japan orany other jurisdiction if to do so would constitute a violation of the relevantlaws of such jurisdiction or to or for the benefit of any US persons (as definedin Regulation S under the United States Securities Act of 1933 (as amended)) orresidents of Canada, Australia, South Africa, the Republic of Ireland or Japanor any other jurisdiction if to do so would constitute a violation of therelevant laws of such jurisdiction. This information is provided by RNS The company news service from the London Stock Exchange