RHL.L Regulatory News (RHL)

REDHALL GROUP PLC ("REDHALL")

RECOMMENDED CASH OFFER (THE "OFFER") 

FOR CHIEFTAIN GROUP PLC ("CHIEFTAIN") 

OFFER UNCONDITIONAL IN ALL RESPECTS (SAVE FOR ADMISSION)

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 (save for Admission)

On 22 October 2008, Redhall announced that the Offer had been declared unconditional as to acceptances. Further to that announcement, and the confirmation that at the Redhall General Meeting shareholders of Redhall passed the Resolution, amongst other things, to increase the authorised share capital of Redhall in order to effect the placing in relation to the Offer, Redhall has now declared the Offer unconditional in all respects (save for Admission) with immediate effect. The Offer will remain open for acceptance until further notice.

Admission

Redhall has applied for the admission of 8,163,266 New Redhall Shares to trading on AIM, pursuant to the Placing to part fund the Offer. It is expected that dealings in the New Redhall Shares will commence at 8.00 a.m. on 31 October 2008. On Admission, the Offer will become unconditional in all respects.

Settlement of consideration

Settlement of the consideration due under the Offer will be dispatched (or, in respect of Chieftain Shares held in uncertificated form, credited through CREST) in respect of Chieftain Shares for which acceptances of the Offer, valid in all respects, are received or, in respect of Chieftain Shares held in uncertificated form, for which Electronic Acceptances are validly made before the Offer becomes unconditional in all respects, which is expected to be 31 October 2008 (being the date on which Admission is expected to become effective), within 14 days of that date. Settlement of the consideration in respect of valid acceptances received or made after that date will be dispatched (or, in respect of Chieftain Shares held in uncertificated form, credited through CREST) within 14 days of such acceptances being received.

Cancellation of Chieftain Shares

By 1.00 p.m. London time on 23 October 2008, Redhall had received valid acceptances of the Offer, in respect of ordinary shares of 5p each in the capital of Chieftain ("Chieftain Shares"), from, in aggregate, the holders of 7,529,986 Chieftain Shares (representing approximately 85.97 per cent. of the existing issued share capital of Chieftain). 

Accordingly, when the Offer becomes unconditional in all respects, and as set out in paragraph 14 of Part II of the Offer Document, it is Redhall's intention to procure the making of an application by Chieftain 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

Furthermore, 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 Part 28 of the Companies Act 2006 (the "Act") to acquire the remaining Chieftain Shares.

Accordingly, as soon as valid acceptances of at least 90 per cent. of the Chieftain Shares to which the Offer relates have been received, and provided the Offer has become unconditional in all respects, Redhall will exercise its rights pursuant to the Act to acquire all outstanding Chieftain Shares on the same terms as the Offer.

Procedure for acceptance

Chieftain Shareholders who hold their Chieftain Shares in certificated form (that is, not in CREST) and have not yet accepted the Offer are urged to complete, sign and return the Form of Acceptance (along with their share certificate(s) and/or any other appropriate document(s) of title) by post or by hand (during normal business hours only) to Capita Registrars, Corporate Actions Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. The procedure for acceptance is set out in paragraph 17 of Part II of the Offer Document.

In respect of Chieftain Shareholders who hold their Chieftain Shares in CREST, acceptance should be made electronically and such shareholders are urged to ensure that the TTE Instruction settles as soon as possible. Such Chieftain Shareholders should follow the procedures set out in paragraph 17(b) of Part II of the offer document dated 30 September 2008 (the "Offer Document"). If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action.

Chieftain Shareholders who have lost their Form of Acceptance, or have any other queries in connection with the Offer, should contact Capita Registrars by telephone on 0871 664 0321 or, if, calling from outside the UK, on +44 208 639 3399. Calls to the Capita Registrars 0871 664 0321 number are charged at 10p per minute (including VAT) plus any of your service provider's network extras. Calls to the Capita Registrars +44 208 639 3399 number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Capita Registrars cannot provide advice on the merits of the Offer or give any financial, legal or tax advice.

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.

This announcement has been prepared for the purpose of complying with the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

Enquiries:

Redhall Group Plc

David Jackson/Simon Foster

01924 385 386

Altium, Financial advisers to Redhall 

Phil Adams/Simon Lord

0161 831 9133

Buchanan Communications

Tim Anderson/Isabel Podda

020 7466 5000