INL.L Regulatory News (INL)

13 Aug 2007 14:26

Inland PLC13 August 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ANYJURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OFSUCH JURISDICTION. Press Release Inland plc offer for Poole Investments plc Inland plc acquires over 30 per cent. of Poole Investments plc shares For immediate release 13 August 2007 On 9 August 2007, Inland plc ("Inland") made a recommended cash offer for theentire issued and to be issued ordinary share capital of Poole Investments plc("PI") not already owned by Inland at a price of 6 pence per PI Share (the"Offer"). Inland is pleased to announce that, having purchased 40,101,000 PI sharesrepresenting approximately 21.6 per cent. of the PI Shares in issue today, itwill hold 55,922,500 PI shares when the trades have been settled. Inland'sholding will then represent 30.24 per cent. of the PI shares in issue. As a result of Inland holding over 30 per cent. of PI's issued share capital,Rule 9 of the City Code on Takeovers and Mergers ("City Code") requires that theOffer for PI is converted to a mandatory offer which is subject only to thefollowing conditions: 1. the Offer will be subject to valid acceptances being received (and not, wherepermitted, withdrawn) by 1.00 p.m. (London time) on the 6 September 2007 (orsuch later time(s) and/or date(s) as Inland may, subject to the City Code orwith the consent of the Takeover Panel, decide) in respect of such number of PIshares which, together with PI shares acquired or agreed to be acquired byInland or parties acting in concert with it before or during the Offer Period,will result in Inland, and any persons acting in concert with it, holding PIshares which together carry more than 50 per cent. of the voting rights normallyexercisable at general meetings of PI including for this purpose, to the extent(if any) required by the City Code or the Panel, any such voting rightsattaching to PI shares which are unconditionally allotted or issued before theOffer becomes or is declared unconditional as to acceptances whether pursuant tothe exercise of any outstanding conversion, option or subscription rights orotherwise; and 2. the Offer will lapse if the acquisition of PI pursuant to the Offer isreferred to the Competition Commission before 1.00 p.m. on 6 September 2007 orthe date when the Offer becomes unconditional, whichever is the later. Starlight Investments Ltd, which is deemed to be acting in concert with Inlandhas sold its holding of 14,250,000 PI shares (representing 7.7 per cent. of thePI shares in issue) to Inland and no longer holds any PI shares. StarlightInvestments Limited had irrevocably undertaken to Inland that it would acceptthe Offer. Having now sold its PI shares to Inland, this undertaking ceases toapply. There are 13,352,854 PI shares (representing 7.2 per cent. of the PIshares in issue) which remain subject to irrevocable undertakings to accept theOffer. As at close of business on 9 August 2007, no valid acceptances of theOffer had been received. The conditions of the Offer are varied as detailed above but is otherwise on thesame terms and conditions. The first closing date of the Offer is at 1pm on 6September 2007. The acceptance procedure for the Offer remains the same, as set out in the OfferDocument posted to PI Shareholders on 9 August 2007. Enquiries:Inland plc,Stephen Wicks Tel: 01923 713600 Buchanan Communications,Mark Edwards / Jeremy Garcia 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 The directors of Inland accept responsibility for the information contained inthis announcement. To the best of the knowledge and belief of the directors ofInland (who have 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 Dawnay, Day Corporate Finance Ltd, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting as exclusively asfinancial adviser to Inland in connection with the Offer and will not beresponsible to anyone other than Inland for providing the protections affordedto customers of Dawnay Day nor for providing advice in relation to the Offer orany other matter referred to herein. Zeus Capital Ltd, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively as financial adviser to PIfor the purposes of Rule 3 of the City Code and no one else in connection withthe Offer and will not be responsible to anyone other than PI for providing theprotections afforded to customers of Zeus Capital nor for providing advice inrelation to the Offer or any other matter referred to herein. This information is provided by RNS The company news service from the London Stock Exchange