Resolute Mining Regulatory News (RSG)

1 Dec 2005 07:00

Reliance Security Group PLC01 December 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR THE REPUBLIC OF IRELAND 1 December 2005 Reliance Security Group plc Tender Offer to purchase one Share in every 13 Shares held at 550 pence per Share and Notice of Extraordinary General Meeting Introduction On 12 October 2005 the Board of Reliance Security Group plc ("Reliance" or the"Company") announced a structure for a cash return of approximately £10 millionto Shareholders. Reliance now announces that it has determined the details ofthis proposed cash return. The Tender Offer A Tender Offer is to be made by JPMorgan Cazenove to all QualifyingShareholders, that is to say all Shareholders (with the exception of certainOverseas Shareholders) on the Register at 5.00 pm on 16 December 2005, on thebasis of: one Ordinary Share for every 13 Ordinary Shares held rounded down to the nearest whole number of Shares (the Basic Entitlement). TheTender Price is 550 pence per Share free of commission and dealing charges. TheCompany has in turn also agreed to repurchase from JPMorgan Cazenove on-marketall those Ordinary Shares purchased under the terms of the Tender Offer for thesame price and to pay JPMorgan Cazenove its fees, commissions, costs andexpenses relating to the Tender Offer. Any Shares repurchased will either becancelled or held in treasury. Qualifying Shareholders are not obliged to sell any of their Shares under theTender Offer if they do not wish to do so. Qualifying Shareholders may also tender more than their Basic Entitlement underthe Tender Offer should they wish to do so (an Excess Application). However, anyExcess Applications will only be met to the extent that other QualifyingShareholders do not tender all of their Basic Entitlement. If ExcessApplications cannot be met in full, they will be reduced pro rata to theholdings of such Qualifying Shareholders, so far as reasonably practicable. Further details of the terms and conditions of the Tender Offer are set out in acircular being posted to Shareholders today (the "Circular") together with aTender Form for use in connection with the Tender Offer. The Tender Offer is notbeing made in or into the United States, Canada, Australia, Japan, South Africa,or the Republic of Ireland. Background to and reasons for the Tender Offer Over the past two financial years, renewed focus on core competencies hasresulted in the disposal of non-core interests, realising approximately £10million in cash. The group's existing cash balances, ongoing underlying cashgeneration and substantial committed borrowing facilities are currently morethan adequate to sustain the group's continuing growth, both organically andthrough bolt-on acquisitions, and the Board accordingly believes that surpluscash should be returned to shareholders. Having considered a number ofpossibilities, the Directors have decided to use approximately £10 million(exclusive of costs) to support the Tender Offer. This is expected to enable theCompany to return funds to Shareholders whilst permitting Shareholders a degreeof choice as to whether or not to participate in the return of capital. Extraordinary General Meeting The Tender Offer is subject, inter alia, to shareholders' approval. AnExtraordinary General Meeting has been convened for 9.30 a.m. on Monday, 19December 2005 at Boundary House, Cricketfield Road, Uxbridge, Middlesex UB8 1QG,at which an extraordinary resolution to authorise the Company to effect theRepurchase will be proposed. A Form of Proxy in relation to voting at the Extraordinary General Meeting isalso being posted to Shareholders today. Brian Kingham's Intentions Brian Kingham's beneficial interests in Reliance total 16,367,609 OrdinaryShares (representing 70.23 per cent. of the total issued share capital). Anirrevocable undertaking has been given by Brian Kingham to accept or procure theacceptance of the Basic Entitlement in respect of all such Shares and to vote infavour of the Resolution. Expected Timetable of Events 2005Tender Offer opens 1 DecemberLatest time and date for receipt of Tender Forms and Tender Offer Closing Date 3.00 p.m. on 16 DecemberRecord Date for Tender Offer 5.00 p.m. on 16 DecemberLatest time and date for receipt of Forms of Proxy for the EGM 9.30 a.m. on 17 DecemberExtraordinary General Meeting 9.30 a.m. on 19 DecemberAnnouncement of take-up level under the Tender Offer by 9.00 a.m. on 20 DecemberCREST accounts credited with Tender Offer proceeds 21 DecemberDespatch of cheques for Tender Offer proceeds in respect of certificated Shares 21 DecemberDespatch of balance share certificates in respect of any unsold Shares 21 December The above times are UK times. If any of the above times and/or dates change, therevised time(s) and/or date(s) will be notified to Shareholders by announcementthrough a Regulatory Information Service. Copies of the Circular, Tender Form and Form of Proxy are available free ofcharge upon request from the Company (please write to the Company Secretary,Reliance Security Group plc, Boundary House, Cricketfield Road, Uxbridge,Middlesex UB8 1QG). Unless the context otherwise requires, the definitions used in the Circular alsoapply in this announcement. Enquiries RelianceBrian Kingham (Chairman) 020 7730 9716Neil French (Group Finance Director) 01895 205 002 JPMorgan CazenoveMalcolm Moir 020 7588 2828Bronson Albery 020 7588 2828 JPMorgan Cazenove Limited ("JPMorgan Cazenove"), which is regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forReliance and for no one else in connection with the Tender Offer and will not beresponsible to any person other than Reliance for providing the protectionsafforded to its customers or for giving advice in relation to the Tender Offeror the matters contemplated by this announcement. This information is provided by RNS The company news service from the London Stock Exchange