Inspirit Energy Regulatory News (INSP)

21 Dec 2007 16:02

Willmott Dixon Limited21 December 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO ORFROM ANY RELEVANT JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OFTHE RELEVANT LAWS OF SUCH JURISDICTION 21 December 2007 Recommended Cash Offer of 183 pence per Inspace Share for Inspace Plc ("Inspace") by Willmott Dixon Limited ("Willmott Dixon") OFFER DOCUMENT POSTED On 19 December 2007 the Independent Directors of Inspace and the Board ofWillmott Dixon announced that they had reached agreement on the terms of arecommended cash offer of 183 pence per Inspace Share to be made by WillmottDixon to acquire the entire issued and to be issued share capital of Inspacethat is not already owned by Willmott Dixon. At the date of that announcement,Willmott Dixon owned approximately 10.3 per cent. of the issued share capital ofInspace. The Board of Willmott Dixon announces that the Offer Document and Form ofAcceptance relating to the Offer are being posted to Inspace Shareholders today. The Offer will remain open for acceptance until no later than 1.00 p.m. on 11January 2008. The full terms and conditions of the Offer (including details of how the Offermay be accepted) are set out in the Offer Document and the Form of Acceptanceaccompanying the Offer Document. A copy of the Offer Document and the Form of Acceptance will be available forinspection during normal business hours on any weekday (Saturdays, Sundays andpublic holidays excepted) at the offices of Hammonds, 7 Devonshire Square,Cutlers Gardens, London, EC2M 4YH while the Offer remains open for acceptance. Terms used in this announcement shall have the same meaning given to them in theOffer Document. Enquiries: Seymour Pierce (Financial Adviser to Willmott Dixon)Douglas Harmer +44 (0) 20 7107 8000Mark Percy +44 (0) 20 7107 8000 Dresdner Kleinwort (Financial Adviser to Inspace)Chris Treneman +44 (0) 20 7623 8000Christian Littlewood +44 (0) 20 7623 8000Keith Welch +44 (0) 20 7623 8000 Seymour Pierce, which is authorised and regulated in the United Kingdom by theFinancial Services Authority is acting exclusively for Willmott Dixon inconnection with the Offer and no-one else and will not be responsible to anyoneother than Willmott Dixon for providing the protections afforded to clients ofSeymour Pierce nor for providing advice in relation to the Offer or any othermatter referred to in this announcement. Dresdner Kleinwort Limited, which is authorised and regulated by the FinancialServices Authority, is acting for Inspace (in the form of the IndependentDirectors) and for no-one else in connection with the Offer and will not beresponsible to anyone other than Inspace (in the form of the IndependentDirectors) for providing the protections afforded to clients of DresdnerKleinwort Limited nor for affording advice in relation to the Offer or any othermatter referred to in this announcement. This announcement is not intended to and does not constitute or form any part ofan offer to sell or an invitation to purchase or the solicitation of an offer tosubscribe for any securities or the solicitation of any vote or approval in anyjurisdiction pursuant to the Offer or otherwise. The Offer will be made throughthe Offer Document and an advertisement placed in the London Gazette and, in thecase of certificated Inspace Shares, the Form of Acceptance, which will togethercontain the full terms and conditions of the Offer, including details of how toaccept the Offer. Any acceptance or other response to the Offer should be madeonly on the basis of the information contained in the Offer Document and theForm of Acceptance. The release, distribution or publication of this announcement in jurisdictionsother than the UK may be restricted by law and therefore any persons who aresubject to the laws of any jurisdiction other than the UK should informthemselves about and observe any applicable requirements. Copies of thisannouncement and any documentation relating to the Offer are not being, and mustnot be, directly or indirectly, mailed or otherwise forwarded, distributed orsent in or into or from any Restricted Jurisdiction and persons receiving suchdocuments (including custodians, nominees and trustees) must not mail orotherwise forward, distribute or send such documents in or into or from aRestricted Jurisdiction. The Offer (unless otherwise determined by WillmottDixon and permitted by applicable law and regulation), will not be made,directly or indirectly, in or into, or by the use of the mails, or by any meansof instrumentality (including without limitation, telephonically orelectronically) of interstate or foreign commerce of, or any facilities of anational securities exchange of any Restricted Jurisdiction, and the Offer willnot be capable of acceptance from or within any Restricted Jurisdiction. This announcement, including information included or incorporated by referencein this announcement, may contain "forward-looking statements" concerningWillmott Dixon, Inspace and their respective subsidiaries. Generally, the words"will", "may", "should", "continue", "believes", "expects", "intends","anticipates" or similar expressions identify forward-looking statements. Theforward-looking statements involve risks and uncertainties that could causeactual results to differ materially from those expressed in the forward-lookingstatements. Many of these risks and uncertainties relate to factors that arebeyond the companies' abilities to control or estimate precisely, such as futuremarket conditions and behaviours of other market participants, and thereforeundue reliance should not be placed on such statements. Willmott Dixon andInspace assume no obligation and do not intend to update these forward-lookingstatements, except as required pursuant to applicable law. Dealing disclosure requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,'interested' (directly or indirectly) in 1 per cent. or more of any class of'relevant securities' of Inspace, all 'dealings' in any 'relevant securities' ofthat company (including by means of an option in respect of, or a derivativereferenced to, any such 'relevant securities') must be publicly disclosed by nolater than 3.30 p.m. (London time) on the Business Day following the date of therelevant transaction. This requirement will continue until the date on which theOffer becomes, or is declared, unconditional as to acceptances, lapses or isotherwise withdrawn or on which the 'Offer Period' otherwise ends. If two ormore persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an 'interest' in 'relevant securities' ofInspace, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevantsecurities' of Inspace by Willmott Dixon or Inspace, or by any of theirrespective 'associates', must be disclosed by no later than 12.00 noon (Londontime) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevantsecurities' 'dealings' should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an 'interest' byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a 'dealing' under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange