INL.L Regulatory News (INL)

6 Sep 2007 16:09

Inland PLC06 September 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO ORFROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTEA VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 06 September 2007 Inland plc Recommended mandatory cash Offer for Poole Investments plc Offer unconditional in all respects The first closing date of the Offer by Inland plc ("Inland") to acquire theentire issued and to be issued ordinary share capital of Poole Investments plc("PI") was at 1.00 p.m. today. The Offer is unconditional in all respects and will remain open until furthernotice. Level of acceptances and share purchases As at 1.00 p.m. on 6 September 2007, valid acceptances had been received inrespect of 79,600,819 PI ordinary shares ("PI Shares"), representingapproximately 43.03 per cent. of PI's issued share capital. This total includes acceptances in respect of 13,352,854 PI Shares in respect ofwhich Inland had received irrevocable undertakings (from certain of the PIDirectors and their connected persons) to accept the Offer, representingapproximately 7.2 per cent. of the issued share capital of PI. In addition to the acceptances referred to above, Inland, which held 15,821,500PI Shares (representing approximately 8.6% of PI's issued share capital) whenthe Offer was announced, has since purchased a total of 60,255,855 PI Shares(representing approximately 32.6 % of its issued share capital) and currentlyholds 76,077,355 PI Shares (representing approximately 41.1 % of its issuedshare capital) which are registered in its nominee's name. 14,250,000 of the PIShares purchased by Inland were subject to irrevocable undertakings. ACCORDINGLY, AS AT 1.00PM ON 6 SEPTEMBER 2007, INLAND EITHER OWNS OR HASRECEIVED VALID ACCEPTANCES IN RESPECT OF 155,678,174 PI SHARES (REPRESENTINGAPPROXIMATELY 84.15% OF PI'S ISSUED SHARE CAPITAL). No associates of Inland hold any PI Shares. Further acceptances For PI Shares held in certificated form, Forms of Acceptance not yet returnedshould be completed and returned in accordance with the instructions set out inthe Offer Document and on the Form of Acceptance so as to be received as soon aspossible. For PI Shares held in uncertificated form, Electronic Acceptances should be madein accordance with the instructions set out the Offer Document so thatsettlement occurs as soon as possible. Any PI Shareholder requiring additional Forms of Acceptance or who are in anydoubt as to the procedure for acceptance, should contact Capita Registrars on0870 162 3121 or, if calling from outside the UK, +44 (0) 20 8639 2157 (duringnormal business hours only). Settlement Settlement of the consideration to which any PI Shareholder is entitled underthe Offer in respect of valid acceptances received by no later than 1.00 pm on 6September 2007 will be dispatched (or in respect of PI Shares held inuncertificated form, credited through CREST) on or before 20 September 2007.Settlement of the consideration in respect of valid acceptances received after1.00 p.m. on 6 September 2007 will be dispatched (or in respect of PI Sharesheld in uncertificated form, credited through CREST) within 14 days of receiptof such acceptances. Cancellation of PI's admission to trading on AIM and compulsory acquisition If Inland receives acceptances under the Offer in respect of, and/or otherwiseacquires, in aggregate both 90 per cent. or more in value of the PI Shares towhich the Offer relates and 90 per cent. or more of the voting rights carried bythose shares, Inland intends to apply the procedures set out in sections 979 to982 (inclusive) of the Companies Act 2006 to acquire compulsorily the remainingPI Shares on the same terms as the Offer. Inland intends to procure that PI applies to the London Stock Exchange for thecancellation of PI Shares from trading on AIM. It is anticipated that suchcancellation will take effect no earlier than 20 Business Days from the date ofthis announcement. The cancellation of trading of PI Shares will significantlyreduce the liquidity and marketability of any PI Shares not acquired by Inland.It is also proposed that PI will be re-registered as a private company. This announcement should be read in conjunction with the Offer Document dated 9August 2007. Terms used in this announcement shall have the meaning given tothem in the Offer Document. Enquiries: Inland plc,Stephen Wicks Tel: 01923 713600 Buchanan Communications,Jeremy Garcia / Susanna Gale Tel: 020 7466 5000 Dawnay, Day Corporate Finance LtdDavid Floyd / Alex Stanbury Tel: 020 7509 4570 Poole Investments plcDavid Booth Tel: 07973 820 492 Zeus Capital LtdNick Cowles / Kevin Wilson Tel:0161 831 1512 Dawnay, Day Corporate Finance Limited ("Dawnay Day"), which is authorised andregulated in the United Kingdom by the Financial Services Authority is actingexclusively as financial adviser to Inland in connection with the Offer and noone else and will not be responsible to anyone other than Inland for providingthe protections afforded to clients of Dawnay Day nor for providing advice inrelation to the Offer or any matter referred to herein. The Inland Directors accept responsibility for the information contained in thisannouncement. To the best of the knowledge and belief of the Inland Directors(having taken all reasonable care to ensure that such is the case) theinformation contained in this announcement is in accordance with the facts anddoes not omit anything likely to affect the import of such information. This announcement is not intended to and does not constitute or form any partof, an offer to sell or an invitation to purchase or the solicitation of anoffer to subscribe for any securities or the solicitation of any vote orapproval in any jurisdiction pursuant to the Offer or otherwise. The Offer hasbeen made solely through the Offer Document and, in the case of PI Shares heldin certificated form, the Form of Acceptance, which together contain the fullterms and conditions of the Offer, including details of how to accept the Offer.Any acceptance or other response to the Offer should be made only on the basisof the information contained in the Offer Document and, in the case of PI Sharesheld in certificated form, the Form of Acceptance. The laws of the relevant jurisdictions may affect the availability of the Offerto persons not resident in the United Kingdom. In particular, the Offer is notbeing made, directly or indirectly, in or into, or by the use of mails or anymeans or instrumentality (including without limitation, telephonically orelectronically) of interstate or foreign commerce of, or any facility of anational securities exchange of any Restricted Jurisdiction and the Offer willnot be capable of acceptance by any such use, means, instrumentality orfacilities from or within a Restricted Jurisdiction. Accordingly, copies of thisannouncement and any offer documents are not being, and must not be, in whole orin part, mailed or otherwise forwarded, distributed or sent in, into or from, aRestricted Jurisdiction where to do so would constitute a violation of therelevant laws of such jurisdiction. Persons who are not resident in the United Kingdom, or who are subject to thelaws of any jurisdiction other than the United Kingdom, should inform themselvesabout and observe any applicable legal or regulatory requirements. 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