MTR.L Regulatory News (MTR)

17 Aug 2009 14:17

Capcon Holdings Plc

MANDATORY CASH OFFER UNDER RULE 9 OF THE CITY CODE TO ACQUIRE SHARES IN CAPCON HOLDINGS PLC BY PAUL JACKSON

17 August 2009

ANNOUNCEMENT - OFFER UNCONDITIONAL

(Rule 17.1 of the City Code on Takeovers and Mergers "Code")

In the Offer Document the Offeror stated that his Offer is conditional upon the Offeror receiving acceptances (which are not, where permitted, withdrawn) in respect of Shares which, together with the Shares acquired or agreed to be acquired before or during the Offer, will result in the Concert Party holding Shares carrying more than 50% of the voting rights then normally exercisable at general meetings of the Company.

The Offeror has now received acceptances under the terms of the offer in respect of a total of 832,276 Shares representing 7.13%of the voting capital of the Company. These acceptances together with the Concert Party's interest in 5,197,820 Shares amount to 51.63% of the issued share capital of the Company.

As a result the Concert Party will hold Shares carrying more than 50% of the voting rights then normally exercisable at general meetings of the Company and accordingly this condition having been met the Offer is now unconditional.

The Concert Party also has option rights over 193,750 new Shares. Save for this interest the Concert Party has no other interests in the Shares of the Company that fall to be disclosed as required by Rule 17.1 (b), (c) or (d) of the Code.

Rule 31.4 provides that once an offer had become or is declared unconditional as to acceptances it must remain open for acceptance for not less than 14 days after the date on which it would otherwise expired. Accordingly the Offer will remain open for acceptances until 1.00 pm on 2 September 2009 or such later date as the Offeror, with the consent of the Takeover Panel, may decide.

In this announcement:

"Company" Capcon Holdings Plc registered in England and Wales under number 4196004; "Offer" the mandatory cash offer by the Offeror as set out in the Offer Document; "Concert Party" Kenneth Dulieu, Clifford Cavender, Paul Ashton and Paul Jackson; "Offeror" Paul Jackson; "Shares" means the existing issued or unconditionally allotted and paid (or credited as fully paid) ordinary shares of 1 pence each in the capital of the Company and any further shares which are unconditionally allotted or issued fully paid (or credited as fully paid) on or prior to the date on which the Offer closes and "Share" shall mean any one of the Shares; "Offer Document" the offer document dated 28 July 2009 published on website www.vantisplc.com/ClientRegulatoryAnnouncements setting out the terms of the Offer;