4 Nov 2008 09:06
| REDHALL GROUP PLC ("REDHALL") RECOMMENDED CASH OFFER (THE "OFFER") FOR CHIEFTAIN GROUP PLC ("CHIEFTAIN") CANCELLATION OF TRADING IN CHIEFTAIN SHARES AND Compulsory acquisition of Chieftain Shares |
| NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION |
| Offer unconditional in all respects On 31 October 2008, Redhall announced that the Offer had been declared unconditional in all respects as a result of the Admission of the Redhall Placing Shares having become effective. The Offer will remain open for acceptance until further notice. Cancellation of Chieftain Shares As previously stated, now that the Offer has become unconditional in all respects, Redhall has arranged for Chieftain to make an application to the London Stock Exchange for the cancellation of trading in Chieftain Shares on AIM. It is anticipated that such cancellation will take effect at 7:00 am on 1 December 2008. Compulsory acquisition of Chieftain Shares By 1.00 p.m. London time on 3 November 2008, Redhall had received valid acceptances of the Offer, from, in aggregate, the holders of 8,158,346 Chieftain Shares (representing approximately 90.46 per cent. of the existing issued share capital of Chieftain). As indicated in paragraph 14 of Part II of the Offer Document, Redhall stated that, at such time that Redhall had contracted to acquire at least 90 per cent. of the Chieftain Shares to which the Offer relates and at least 90 per cent. of the voting rights carried by those Chieftain Shares, and assuming that all of the other conditions to the Offer had been satisfied, it intended to exercise its rights in accordance with Part 28 of the Companies Act 2006 (the "Act") to acquire the remaining Chieftain Shares. Accordingly, Redhall now intends to exercise its rights pursuant to the Act to acquire all outstanding Chieftain Shares on the same terms as the Offer. Notices to Chieftain Shareholders who have yet to accept the Offer notifying them of the compulsory acquisition of their Chieftain Shares will be dispatched as soon as practicable. |
| Responsibilities This announcement should be read in conjunction with the Offer Document. Terms used in this announcement shall have the meanings given to them in the Offer Document unless the context otherwise requires. |
| Altium Capital Limited ("Altium"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Redhall and for no-one else in connection with the Offer, the contents of this announcement or any other matter referred to herein. Altium is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Redhall for providing the protections afforded to clients of Altium nor for providing advice to any other person in relation to the Offer, the contents of this announcement or any other matters referred to herein. |
| This announcement is not intended to and does not constitute, or form any part of, an offer or an invitation to purchase or sell any securities or the solicitation of an offer to purchase any securities in any jurisdiction pursuant to the Offer or otherwise. The Offer is made solely through the Offer Document and, in the case of certificated Chieftain Shares, the Form of Acceptance, which together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance. The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements. Copies of this announcement and any documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from a Restricted Jurisdiction. The Offer (unless otherwise determined by Redhall and permitted by applicable law and regulation), will not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction, and the Offer will not be capable of acceptance from or within any Restricted Jurisdiction. |
| Enquiries: | |
| Redhall Group Plc |
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| David Jackson/Simon Foster | 01924 385 386 |
| Altium, Financial advisers to Redhall |
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| Phil Adams/Simon Lord | 0161 831 9133 |
| Buchanan Communications |
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| Tim Anderson/Isabel Podda | 020 7466 5000 |