Personal Group Regulatory News (PGH)

7 Jan 2005 08:00

Personal Group Holdings PLC07 January 2005 7 January 2005 Not for release, publication or distribution in or into or from the UnitedStates, Canada, Australia, Republic of Ireland or Japan or any otherjurisdiction if to do so would constitute a violation of the relevant laws ofsuch jurisdiction PERSONAL GROUP HOLDINGS PLC RECOMMENDED CASH OFFER (THE "OFFER") BY DURLACHER LIMITED ON BEHALF OF PERSONAL GROUP HOLDINGS PLC ("PERSONAL GROUP ") FOR BERKELEY MORGAN GROUP PLC ("BERKELEY MORGAN ") OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES Personal Group announces that the Offer has become unconditional as toacceptances. As at 3.00 pm on 6 January 2005, valid acceptances had beenreceived in respect of a total of 10,878,105 Berkeley Morgan Shares,representing approximately 93 per cent. of Berkeley Morgan's issued sharecapital. Commenting on the announcement, Christopher Johnston, Chairman of PersonalGroup, said: "We're delighted by the speed with which the Offer has been accepted by BerkeleyMorgan Shareholders. We believe that by combining Berkeley Morgan's businesswith that of Personal Group we will create a strong and resilient business." The Offer As at 3.00 pm on 6 January 2005, valid acceptances had been received in respectof a total of 10,878,105 Berkeley Morgan Shares, representing approximately 93per cent. of Berkeley Morgan's issued share capital. As disclosed in the announcement of the Offer dated 10 December 2004, PersonalGroup had received irrevocable undertakings to accept the Offer from certainBerkeley Morgan Shareholders and the Berkeley Morgan Directors, holding, inaggregate, 9,120,681 Berkeley Morgan Shares representing approximately 78 percent. of Berkeley Morgan's issued share capital. As valid acceptances of the Offer have been received in respect of more than 90per cent. in value of Berkeley Morgan Shares to which the Offer relates,Personal Group is entitled to exercise its rights pursuant to sections 428 to430F of the Companies Act 1985 (the 'Act') to compulsorily acquire all of theoutstanding Berkeley Morgan Shares in respect of which valid acceptances havenot been received. The Offer will remain open for acceptance until 3.00 pm on 21 January 2004. Berkeley Morgan Shareholders who have not already done so are urged to acceptthe Offer as soon as possible rather than wait for their Berkeley Morgan Sharesto be compulsorily acquired by Personal Group. Application will be made for the cancellation of the trading of Berkeley Morganshares on OFEX. It is anticipated that cancellation of Berkeley Morgan'sadmission to trading will take effect no earlier than the expiry of 15 businessdays after 7 January 2005. Berkeley Morgan Option Holders Personal Group will shortly be writing to the holders of options over BerkeleyMorgan Shares with appropriate proposals in relation to these options. Berkeley Morgan Shareholders who have not yet accepted the Offer Berkeley Morgan Shareholders who have not yet accepted the Offer are urged tocomplete and return their Form of Acceptance (and supporting documents) as soonas possible. Additional Forms of Acceptance are available from Capita IRG Plc ontelephone number 0870 162 3121 or, from outside the UK, +44 208 639 2157. Terms defined in the offer document relating to the Offer dated 16 December2004, have the same meaning in this press release unless the context otherwiserequires. Enquiries:Christopher Johnston, ChairmanJohn Barber, Financial DirectorPersonal Group Holdings Plc 01908 605000 Jonathan Retter/Marcus JacksonDurlacher Limited 020 7459 3600 Durlacher, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting for Personal Group and no-one else inconnection with the Offer and will not be responsible to anyone other thanPersonal Group for providing the protections afforded to clients of Durlachernor for providing advice in relation to the Offer or in relation to the contentsof this announcement or any matter referred to herein. The Offer will not be made, directly or indirectly, and this announcement shouldnot be sent, in or into or from the United States, Canada, Australia, theRepublic of Ireland or Japan or by use of the mails of or by any means orinstrumentality (including, without limitation, facsimile transmission, telex,telephone or e-mail) of interstate or foreign commerce of, or any facilities ofa national securities exchange of, any of these jurisdictions and doing so mayrender invalid any purported acceptance of the Offer. Accordingly, copies ofthis announcement and any other document relating to the Offer are not being,and must not be, marked or otherwise distributed or sent in or into the UnitedStates, Canada, Australia, the Republic of Ireland or Japan. Any person(including, without limitation, custodians, nominees and trustees) who may havecontractual or legal obligations, or may otherwise intend, to forward thisannouncement to any jurisdiction outside the United Kingdom should read therelevant provisions of the Offer Document before taking any action. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions in which they are located.Persons who are (or who are nominees, custodians or trustees for) citizens,nationals or residents of countries outside the United Kingdom should informthemselves about and observe any applicable legal or regulatory requirements inrelation to this announcement and the Offer. This announcement is not intended to and does not constitute, or form part of,an offer or an invitation to purchase any securities. This information is provided by RNS The company news service from the London Stock Exchange