Inspirit Energy Regulatory News (INSP)

17 Jan 2008 13:00

Willmot Dixon Limited17 January 2008 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 17 January 2008 Recommended Cash Offer of 183 pence per Inspace Share for Inspace Plc ("Inspace") by Willmott Dixon Limited ("Willmott Dixon") Offer unconditional in all respects Further to the Offer made on 21 December 2007 by Willmott Dixon to acquire theentire issued and to be issued share capital of Inspace except those InspaceShares already owned by Willmott Dixon, and further to Willmott Dixon'sannouncement in respect of the Offer on 15 January 2008, Willmott Dixonannounces that all conditions relating to the Offer have been satisfied orwaived. Accordingly, the Offer has been declared unconditional in all respects.The Offer will remain open for acceptance until further notice. The offer document setting out the full terms and conditions of the offer (the "Offer Document") was posted to Inspace Shareholders on 21 December 2007. This announcement should be read in conjunction with the Offer Document. Termsused in this announcement shall have the meanings given to them in the OfferDocument. Level of acceptances As at 1.00 p.m. (London time) on 16 January 2008, valid acceptances had beenreceived in respect of 55,090,869 Inspace Shares, representing approximately68.01 per cent. of Inspace's issued share capital. This total includes acceptances in respect of 38,908,696 Inspace Shares, forwhich Willmott Dixon had received irrevocable undertakings to accept the Offer,representing approximately 48.03 per cent. of Inspace's issued share capital. In addition to the above, Willmott Dixon has received irrevocable undertakingsto accept the Offer in respect of, in aggregate, a further 4,339,050 InspaceShares, representing approximately 5.36 per cent. of Inspace's issued sharecapital, for which valid formal acceptances in respect of such shares have yetto be received. Also, in addition to the acceptances referred to above, since the Offer was madeon 21 December 2007, a further 11,592,536 Inspace Shares were acquired byWillmott Dixon representing, in aggregate, approximately 14.31 per cent. ofInspace's issued share capital. Of such Inspace Shares, 7,200 Inspace Shares (representing approximately 0.01 per cent. of Inspace's issued share capital)have not yet been registered in the name of Willmott Dixon, pending formalsettlement of the purchase of such shares. In addition to the acceptances and purchases referred to above, Willmott Dixonalready held, before making the Offer, and currently holds a further 8,342,109Inspace Shares representing approximately 10.29 per cent. of Inspace's issuedshare capital. Willmott Dixon announces, therefore, that it has received valid acceptances inrespect of the Offer and has unconditionally acquired (where such purchases havesettled) or otherwise owns shares in Inspace in respect of a total of 75,018,314Inspace Shares, representing, in aggregate, approximately 92.61 per cent. ofInspace's total issued share capital. For the purposes of Part 28 of the Companies Act 2006, Willmott Dixon hastherefore received valid acceptances of the Offer in respect of, or otherwiseacquired 66,676,205 Inspace Shares, representing at least 90 per cent. of theInspace Shares to which the Offer relates. Save as disclosed above, no Inspace Shares have been acquired or agreed to be acquired by or on behalf of Willmott Dixon, or any person acting in concert withWillmott Dixon, during the Offer Period and neither Willmott Dixon, nor any person acting in concert with Willmott Dixon, has the benefit of any irrevocablecommitment or letter of intent in respect of any Inspace Shares or has any interest in any Inspace Shares, or any short position (whether conditional or absolute and whether in the money or otherwise and including any short position under a derivative), any agreement to sell, any delivery obligation, any rightto require another person to purchase or take delivery, any stock borrowing or lending arrangement in respect of any Inspace Shares, or any right to subscribefor any Inspace Shares. Procedure for acceptance Inspace Shareholders who have not yet accepted the Offer are urged to do so assoon as possible. The procedure for acceptance is set out in paragraph 12 ofPart II of the Offer Document. In respect of Inspace Shares held in certificatedform, Forms of Acceptance should be completed and returned in accordance withthe instructions set out in the Offer Document and on the Form of Acceptance. If Inspace Shares are held in CREST, acceptance should be made electronically so that the TTE instruction settles as soon as possible. Any Inspace Shareholder requiring additional Forms of Acceptance should contactComputershare Investor Services PLC on 0870 707 1086 or, if calling from outsidethe UK, on +44 870 707 1086 (during normal business hours only). Settlement Settlement of the consideration to which any Inspace Shareholder is entitledunder the Offer in respect of valid acceptances received by no later than 1.00p.m. on 16 January 2008 will be dispatched on or before 30 January 2008.Settlement of the consideration in respect of valid acceptances received on orafter 1.00 p.m. on 16 January 2008 will be dispatched within 14 days of receiptby Computershare Investor Services PLC of such acceptances. Compulsory Acquisition Willmott Dixon has received valid acceptances of the Offer in respect of, or otherwise acquired, 90 per cent. or more of the Inspace Shares to which the Offer relates. Therefore, as set out in the Offer Document, Willmott Dixon now intends as soon as reasonably practicable to exercise its rights, pursuant to the provisions of Sections 974 to 991 (inclusive) of the Companies Act 2006, toacquire compulsorily the remaining Inspace Shares for which it has not received valid acceptances of the Offer or otherwise acquired. Such Inspace Shares will be acquired on the same terms as under the Offer. Cancellation of trading and re-registration as a private company As set out in the Offer Document, Willmott Dixon has procured the making of an application by Inspace to the London Stock Exchange for the cancellation of admission to trading on AIM of Inspace Shares as soon as practicable; such cancellation is expected to take effect on or around Monday 18 February 2008. The cancellation of admission to trading on AIM of Inspace Shares will significantly reduce the liquidity and marketability of any Inspace Shares whichare not acquired under the Offer and their value may be materially and adversely affected as a consequence. In connection with the cancellation of admission to trading on AIM of Inspace Shares, Willmott Dixon also intends to procure that Inspace Shares are withdrawn from CREST. Notwithstanding the cancellation of admission to trading on AIM and the withdrawal from CREST in respect of Inspace Shares, the Offer will remain open for acceptance until further notice. Willmott Dixon also intends to procure that, subject to the cancellation of admission to trading on AIM of Inspace Shares, Inspace will be re-registered as soon as practicable as a private company under the relevant provisions of the Companies Act 1985. Enquiries: Seymour Pierce Financial Adviser to Willmott DixonDouglas Harmer +44 (0) 20 7107 8000Mark Percy +44 (0) 20 7107 8000 Dresdner Kleinwort Financial Adviser to InspaceChris 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 solelythrough the Offer Document and, in the case of certificated Inspace Shares, theForm of Acceptance, which will together contain the full terms and conditions ofthe Offer, including details of how to accept the Offer. Any acceptance or otherresponse to the Offer should be made only on the basis of the informationcontained in the Offer Document and the Form 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 this announcement and any documentation relating to the Offer are notbeing, and must not be, directly or indirectly, mailed or otherwise forwarded,distributed or sent in or into or from any Restricted Jurisdiction and personsreceiving such documents (including custodians, nominees and trustees) must notmail or otherwise forward, distribute or send such documents in or into or froma Restricted 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 has been prepared for the purpose of complying with the Codeand the information disclosed may not be the same as that which would have beendisclosed if this announcement had been prepared in accordance with the laws ofjurisdictions outside England. This information is provided by RNS The company news service from the London Stock Exchange