Kellan Group Regulatory News (KLN)

25 Sep 2007 16:19

Berkeley Scott Group Plc25 September 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL 25 September 2007 Recommended Cash Offer by Berkeley Scott Group plc to acquire the entire issued and to be issued share capital of Quantica plc Offer unconditional in all respects On 24 August 2007, Berkeley Scott announced the terms of a recommended cashoffer to acquire the entire issued and to be issued share capital of Quantica(the "Offer"). The document setting out the full terms and conditions of theOffer (the "Offer Document") was also posted to Quantica Shareholders on 24August 2007. The Board of Berkeley Scott is pleased to announce that following the admissionto trading on AIM of (i) 4,125,000 VCT Placing Shares, and (ii) 19,795,000Non-VCT Placing Shares and 38,450,781 New Berkeley Scott Shares on 24 September2007 and 25 September 2007 respectively, all of the conditions of the Offer havebeen satisfied and the Offer is hereby declared unconditional in all respects. Save as disclosed in this announcement, neither Berkeley Scott nor any personacting, or deemed to be acting, in concert with Berkeley Scott has an interestin (or a right to subscribe for or any short positions (whether conditional orabsolute and whether in the money or otherwise, including any short positionsunder a derivative), any agreement to sell or any delivery obligation or rightto require another person to purchase or take delivery in respect of, or hasborrowed or lent, any Quantica Shares during the Offer Period. The Offer and the Equity Alternative, which remain subject to the terms andconditions set out in the Offer Document, will remain open for acceptance untilfurther notice. Berkeley Scott will give not less than 14 days' notice inwriting to Quantica Shareholders who have not accepted the Offer that the Offerwill remain open for such period before closing it. Quantica Shareholders who wish to accept the Offer, and who have not yet doneso, should act in accordance with the instructions set out in the Offer Documentdated 24 August 2007 as soon as possible. If you hold Quantica Shares incertificated form (that is, not in CREST), to accept the Offer and the EquityAlternative you should complete, sign and return the Form of Acceptance inaccordance with the instructions set out in the Offer Document and the Form ofAcceptance as soon as possible. If you hold Quantica Shares in uncertificated form (that is, in CREST), toaccept the Offer and the Equity Alternative, you should do so electronicallythrough CREST in accordance with the instructions set out in the Offer Documentso that the TTE Instruction settles as soon as possible. If you hold QuanticaShares as a CREST sponsored member, you should refer to your CREST sponsor asonly your CREST sponsor will be able to send the necessary TTE Instruction toCRESTCo in relation to your Quantica Shares. Copies of the Offer Document and the Form of Acceptance, the Prospectus and theCircular will be available for inspection during normal business hours on anybusiness day at the registered office of Berkeley Scott, Berkeley House, 11-13Ockford Road, Godalming, Surrey, GU7 1QU and at the offices of Berkeley Scott'sNominated Adviser, Daniel Stewart & Company Plc, Becket House, 36 Old Jewry,London, EC2R 8DD, or the offices of Berkeley Scott's financial adviser, StrandPartners Limited, 26 Mount Row, London, W1K 3SQ until the Offer closes. Settlement will be effected on or before 9 October 2007 to such QuanticaShareholders who validly accepted the Offer prior to the First Closing Date.Settlement for Quantica Shareholders who validly accept the Offer from the FirstClosing Date onwards will be effected within 14 calendar days of receipt oftheir valid acceptance. Having received sufficient valid acceptances of the Offer, Berkeley Scottconfirms that it intends to exercise its rights pursuant to the provisions ofChapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily theremaining Quantica Shares on the same terms as the Offer. Accordingly, BerkeleyScott will be posting, in due course, formal notices under section 979 of theCompanies Act 2006 to Quantica Shareholders who have not accepted the Offer bythat time. Certain terms used in this announcement are defined in the Offer Document. Enquiries: Berkeley Scott Group plcAnthony Reeves, Co-ChairmanJohn Bowmer, Co-ChairmanJohn Rose, Chief Executive OfficerWill Coker, Chief Financial OfficerTel: (01483) 414 141 Strand Partners Limited (Financial Adviser to Berkeley Scott)Simon RaggettStuart FaulknerAngela PeaceTel: (020) 7409 3494 Daniel Stewart & Company Plc (Nominated Adviser and Broker to Berkeley Scott)Alastair CadePaul ShackletonTel: (020) 7776 6550 Brunswick Group LLP (Public Relations Adviser to Berkeley Scott)James HoganHelen BarnesCharlotte KenyonTel: (020) 7404 5959 Strand Partners Limited, which is regulated in the UK by the Financial ServicesAuthority, is acting as financial adviser exclusively for Berkeley Scott and noone else in connection with the Offer and will not be responsible to anyoneother than Berkeley Scott for providing the protections afforded to customers ofStrand Partners nor for giving advice in relation to the Offer or in relation tothe contents of this announcement or any transaction or arrangement referred toherein. THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL OR THESOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THESOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANYSALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT INANY JURISDICTION IN CONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADESOLELY BY MEANS OF THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYINGTHE OFFER DOCUMENT. ANY ACCEPTANCE OF OR OTHER RESPONSE TO THE OFFER SHOULD BEMADE ONLY ON THE BASIS OF THE INFORMATION IN SUCH DOCUMENTS AND THE PROSPECTUS. The availability of the Offer to persons who are citizens or residents ofjurisdictions outside the United Kingdom may be affected by the laws of theirrelevant jurisdiction. Such persons should inform themselves of, and observe,any applicable legal or regulatory requirements of their jurisdiction. Furtherdetails in relation to overseas shareholders are contained in the OfferDocument. If you remain in any doubt, you should consult your professionaladviser in the relevant jurisdiction without delay. The Berkeley Scott Directors accept responsibility for the information containedin this announcement. To the best of the knowledge and belief of the BerkeleyScott Directors (who have taken all reasonable care to ensure that such is thecase), the information contained in this announcement is in accordance with thefacts and does not omit anything likely to affect the import of suchinformation. This announcement has been prepared for the purposes of complying with Englishlaw, the Code and the AIM Rules and information disclosed may not be the same asthat which would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside England. The Offer is subject to the Code and the applicable rules and regulations of theFinancial Services Authority and the London Stock Exchange. This information is provided by RNS The company news service from the London Stock Exchange