New World Oil And Gas Regulatory News (NEW)

18 Aug 2006 07:00

Newcourt Group plc17 August 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES NEWCOURT GROUP PLC RECOMMENDED CASH OFFER FOR ELY PROPERTY GROUP PLC OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS The board of Newcourt Group plc ('Newcourt' or the 'Company') announces that asat 3.00 pm on Thursday, 17 August, the Initial Closing Date of its offer for ElyProperty Group plc ('Ely') (the 'Offer'), Newcourt had received validacceptances in respect of 253,661,752 Ely ordinary shares representing 93.79 %of Ely's current issued ordinary share capital. Included in these acceptances are those received pursuant to irrevocableundertakings to accept the Offer in respect of 176,568,571 Ely Sharesrepresenting approximately 76.9 % of Ely's issued ordinary share capital on thedate of the Offer, or 65.3% of Ely's current issued ordinary share capital, andfrom Ely Optionholders, in respect of 40,968,788 Ely Share Options which havebeen exercised and which represent approximately 15.1 % of Ely's current issuedordinary share capital. Further to the level of valid acceptances received and the passing of theNewcourt Shareholder Resolutions at an extraordinary general meeting of Newcourtheld on 17 August 2006, the board of Newcourt announces that the Offer is nowdeclared unconditional in all respects. Ely Shareholders who have not yet accepted the Offer and who wish to do so areurged to complete and return their Forms of Acceptance as soon as possible andas set out in the Offer Document dated 24 July 2006. Any Ely shareholderrequiring additional Forms of Acceptance, should contact Computershare InvestorServices (Ireland) Limited on +353 1 216 3100 between 9.00 am and 5.00 pm Mondayto Friday. The Offer will remain open for acceptance until further notice. Settlement of the consideration to which any Ely shareholder is entitled underthe Offer in respect of valid acceptances received by no later than 3.00 pm on17 August 2006 will be despatched on or before 31 August 2006, and within 14days of the date of receipt of further acceptances which are complete in allrespects. Save as disclosed above, neither Newcourt nor any person acting, or deemed to beacting, in concert with Newcourt held any Ely Shares prior to the Offer periodand neither Newcourt nor any person acting in concert with Newcourt has acquiredor agreed to acquire any Ely Shares or rights over Ely Shares during the OfferPeriod. Cancellation of Admission to Trading Newcourt stated in the Offer Document that, as soon as it is appropriate andpossible to do so and subject to the Offer becoming or being declaredunconditional in all respects, and subject to any applicable requirements of theAIM market, it intends to apply for the cancellation of the admission to tradingof Ely Shares on the AIM market and to propose a resolution to re-register Elyas a private company under the relevant provisions of the Companies (Amendment)Act, 1983. The notice period for such a cancellation has now commenced and it isanticipated that the cancellation will take effect at 7.00 a.m. on 18 September2006. This announcement should be read in conjunction with the Offer Document dated 24July 2006. Terms defined in the Offer Document have the same meanings in thisannouncement. Enquiries:Davy Corporate Finance Telephone: +353 1 679 6363Ivan MurphyBrian Corr Davy Corporate Finance, which is regulated in Ireland by the FinancialRegulator, is acting for Newcourt and no one else in connection with the Offerand will not be responsible to anyone other than Newcourt for providing theprotections afforded to clients of Davy Corporate Finance nor for providingadvice in relation to the Offer, the contents of this document or anytransaction or arrangement referred to herein. The availability of the Offer to persons outside Ireland may be affected by thelaws of the relevant jurisdiction. Such persons should inform themselves aboutand observe any applicable requirements. The Offer will not be made, directly orindirectly, in or into any jurisdiction where it would be unlawful to do so, orby use of the mails, or by any means or instrumentality (including, withoutlimitation, telephonically or electronically) of interstate or foreign commerce,or by any facility of a national securities exchange of any jurisdiction whereit would be unlawful to do so, and the Offer will not be capable of acceptanceby any such means, instrumentality or facility from or within any jurisdictionwhere it would be unlawful to do so. Accordingly, copies of this announcementand all other documents relating to the Offer are not being, and must not be,mailed or otherwise forwarded, distributed or sent in, into or from anyjurisdiction where it would be unlawful to do so. Persons receiving suchdocuments (including, without limitation, nominees, trustees and custodians)should observe these restrictions. Failure to do so may invalidate any relatedpurported acceptance of the Offer. Notwithstanding the foregoing restrictions,Newcourt reserves the right to permit the Offer to be accepted if, in its solediscretion, it is satisfied that the transaction in question is exempt from ornot subject to the legislation or regulation giving rise to the restrictions inquestion. The directors of Newcourt accept responsibility for the information contained inthis announcement. To the best of the knowledge and belief of the directors ofNewcourt (who have taken all reasonable care to ensure that such is the case),the information contained in this announcement for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. Any person who is the holder of 1 per cent. or more of any class of shares inEly or Newcourt may be required to make disclosures pursuant to Rule 8.3 of theTakeover Rules. 18 August 2006 This information is provided by RNS The company news service from the London Stock Exchange