Michelmersh Brick Holdings Regulatory News (MBH)

4 Jun 2007 07:02

Baggeridge Brick PLC04 June 2007 4 June 2007 Baggeridge Brick PLC ("Baggeridge") Letter to Shareholders On Saturday, 2 June 2007 the Board of Baggeridge sent a letter to BaggeridgeShareholders in connection with the Recommended Cash Offer from WienerbergerFinance Service B.V. ("Wienerberger"). In the letter the Board: • reminded Shareholders that the Offer would close at 1 pm on Wednesday, 6 June 2007; • drew their attention to the fact that Wienerberger is not obliged to extend the Offer beyond that date; and • updated them on certain statements by Michelmersh Brick Holdings PLC ("Michelmersh"). Extracts from the letter are set out below: "The Offer The Offer from Wienerberger is conditional, inter alia, on receiving acceptancesin respect of Baggeridge Shares carrying over 50 per cent. of the total votingrights. The Offer is currently due to close at 1 p.m. on Wednesday, 6 June.Whilst Wienerberger is free to extend the Offer beyond this date, there can beno assurance that it will do so if by then it has not become or been declaredunconditional as to acceptances. Michelmersh You may be aware that Michelmersh has, through various purchases, acquired9,547,869 Baggeridge Shares representing approximately 23.1 per cent. ofBaggeridge's issued share capital at prices of up to 225p per Baggeridge shareand has publicly stated on various occasions since 16 April that it isconsidering its position including the possibility of making an offer forBaggeridge. More recently, it has announced that any offer would comprise a cashoffer at not less than 225p per Baggeridge Share with a partial sharealternative. Although we understand that Michelmersh has been seeking support tofinance an offer for some time, no firm intention to make an offer has beenreceived. At this stage, therefore, there can be no assurance that Michelmersh will makean offer by 6 June or at all. As a result, the Wienerberger Offer is the onlyoffer available to Baggeridge shareholders. Michelmersh is the AIM quoted holding company of a group engaged in brickmakingand property development with an equity market capitalisation of some £47million. For the financial year ended 31 December 2006 Michelmersh reportedturnover of £21.1 million, profit before tax of £58,000 and earnings per shareof 0.2p. As at 31 December 2006 Michelmersh had net assets of £43.9 million andnet borrowings of £17.8 million. Michelmersh has since spent approximately £20million on purchasing Baggeridge Shares. Current market trading of Baggeridge shares You should note that Baggeridge shares are currently trading in the stock marketat a level above the 220p price offered by Wienerberger." Capitalised terms used, but not defined in, this announcement have the samemeanings as given to them in the Offer Document. Copies of the letter are available upon request at the offices of ArbuthnotSecurities Limited, 20 Ropemaker Street, London EC2Y 9AR. Enquiries: Baggeridge Brick PLCAlan Baxter +44 1902 880 555Martyn Haines +44 1902 880 555 Arbuthnot Securities Limited (Financial Adviser to Baggeridge)James Steel +44 20 7012 2000Antonio Bossi +44 20 7012 2000 Bankside Consultants (PR Advisers to Baggeridge)Charles Ponsonby +44 20 7367 8888 This announcement is for information only, and does not constitute, and must notbe construed as, an offer to sell or an invitation to purchase or subscribe forany securities or the solicitation of an offer to purchase or subscribe for anysecurities, pursuant to the Offer or otherwise. Arbuthnot Securities Limited is acting for Baggeridge and no one else inconnection with the Offer and will not be responsible to anyone other thanBaggeridge for providing the protections afforded to clients of ArbuthnotSecurities Limited or for providing advice in relation to the Revised Offer orany matter referred to in this announcement. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code, if any person is, orbecomes, "interested" (directly or indirectly) in 1 per cent. or more of anyclass of "relevant securities" of Baggeridge, all "dealings" in any "relevantsecurities" of Baggeridge (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the Offer becomes or is declared unconditional as toacceptances. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Baggeridge, they will be deemed to be a single person for thepurpose of Rule 8.3. Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in"relevant securities" of Baggeridge by Wienerberger FS or Baggeridge, or by anyof their respective "associates", must be disclosed by no later than 12.00 noon(London time) on the London business day following the date of the relevanttransaction. 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 Takeover Code, which can also befound on the Panel's website. If you are in any doubt as to the application ofRule 8 to you, please contact an independent financial adviser authorised underthe Financial Services and Markets Act 2000, consult the Panel's website atwww.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 207382 9026; fax +44 (0) 20 7638 1554. This information is provided by RNS The company news service from the London Stock Exchange