FAP.L Regulatory News (FAP)

14 Nov 2005 07:01

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") First Closing of the Offer Offer Declared Unconditional as to Acceptances The directors of MMR, announce that as of 1.00 p.m. (London time) on 11 November2005, the first closing date of the Offer, valid acceptances had been receivedin respect of 11,861,011 Faupel Shares, representing approximately 75.5 percent. of the issued share capital of Faupel. Accordingly, the acceptance condition of the Offer as set out in paragraph 1 ofPart A of Appendix 1 of the Offer Document has now been satisfied and the Offerhas become unconditional as to acceptances. The Offer will remain open for acceptance until further notice and remainssubject to certain other conditions and the terms set out in the Offer Document. In accordance with the terms set out in the Offer Document, the Loan NoteAlternative has now closed. Prior to making the Offer, MMR received irrevocable undertakings to accept theOffer in respect of 9,571,994 Faupel Shares, representing approximately 60.93per cent. of the issued share capital of Faupel, as set out in the announcementof 21 October 2005. Valid acceptances of the Offer have been received in respectof all the 9,571,994 Faupel Shares which were subject of such irrevocableundertakings. 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 theOffer referred to in the announcement by MMR on 21 October 2005) any rights oversuch shares during the Offer Period. The 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 to thereceiving agents to the Offer, Computershare, PO Box 859, The Pavillions,Bridgewater Road, Bristol BS99 1XZ. Laurence Mead .................................. 07810 658748(MMR) RSM Robson Rhodes .................................. 020 7865 2341(Financial Adviser to MMR)Martin GibbsSamantha 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 Plc and for no one else in connection with theOffer and will not be responsible to anyone other than Faupel Plc for providingthe protections afforded to customers of Bridgewell or for giving advice inrelation to 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 referred toin this announcement) are not being made and will not be made, directly orindirectly, in or into, or by use of the mails or by any means orinstrumentality (including, without limitation, telephonically orelectronically) of interstate or foreign commerce of, or by any facilities of, anational, state or other securities exchange of the USA, Canada, Australia,South Africa, the Republic of Ireland or Japan or any other jurisdiction if todo so would constitute a violation of the relevant laws of such jurisdiction,and the Offer (including the Loan Note Alternative) cannot be accepted by anysuch use, means or instrumentality or otherwise from or within the USA, Canada,Australia, South Africa, the Republic of Ireland or Japan or any other suchjurisdiction. Accordingly, this announcement, the Offer Document and the Form ofAcceptance or any accompanying document are not being, and must not be, directlyor indirectly, mailed or otherwise distributed or sent in or into or from theUSA, Canada, Australia, South Africa, the Republic of Ireland or Japan or anyother 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 not beoffered, sold, delivered or transferred, directly or indirectly, in or into theUSA, Canada, Australia, South Africa, the Republic of Ireland or Japan or anyother jurisdiction if to do so would constitute a violation of the relevant lawsof such jurisdiction or to or for the benefit of any US persons (as defined inRegulation 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