Strip Tinning Regulatory News (STG)

13 Jun 2006 07:01

Solitaire Real Estate Holdings Ltd13 June 2006 Not for release, publication or distribution in or into the United States,Canada, Australia or Japan 13 June 2006 Recommended cash offer By Corporate Synergy Plc on behalf of Solitaire Real Estate Holdings Limited ("SREH") to acquire Solitaire Group plc ("Solitaire") Offer declared unconditional as to acceptances SREH announces that, as at 3p.m. on 12 June 2006, valid acceptances of the Offerhad been received in respect of a total of 2,852,377 Solitaire Shares, which (a)represent in aggregate approximately 81.48 per cent. in nominal value of theSolitaire Shares to which the Offer relates and (b) carry in aggregateapproximately 57.05 per cent of the voting rights exercisable at a generalmeeting of Solitaire. This does not include acceptances from persons acting inconcert with SREH Prior to making the Offer, SREH obtained irrevocable undertakings to accept, orprocure the acceptance of, the Offer from Solitaire Directors in respect of, inaggregate, 2,663,513 Solitaire Shares, representing approximately 53.27 percent. of the existing issued ordinary share capital of Solitaire. The acceptances received pursuant to the irrevocable undertakings are includedin the total number of valid acceptances referred to above. Accordingly, the Board of SREH announces that the acceptance condition set outin condition 1.1.1 of Section A of Part III to the Offer Document has beensatisfied and that the Offer has become unconditional as to acceptances. TheOffer will remain open for acceptance until further notice. The Offer remains conditional upon the remaining conditions contained in SectionA of Part III to the Offer Document. In addition to the acceptances received above Elsina Limited ("Elsina"), acompany connected with SREH, beneficially owns 500,000 Solitaire Shares,representing approximately 10 per cent. of the existing issued ordinary sharecapital of Solitaire. Mr Vincent Tchenguiz, a potential discretionarybeneficiary of the Tchenguiz Family Trust, beneficially owns 999,001 SolitaireShares, representing approximately 19.98 per cent. of the existing issuedordinary share capital of Solitaire. In addition Mr Stephen Coe, a director ofInvestec Trust (Guernsey) Limited, the trustee of the Tchenguiz Family Trust, isinterested in 700 Solitaire Shares, representing approximately 0.01 per cent. ofthe existing issued ordinary share capital of Solitaire. These holdings, whentaken together with acceptances of the Offer received by SREH, in aggregateamount to 4,352,078 Solitaire Shares representing approximately 87.05 per cent.of the voting rights exercisable at a general meeting of Solitaire. Save as set out above, as at 3p.m. on 12 June 2006, neither SREH nor any personacting in concert with it had an interest in or right to subscribe for relevantsecurities in Solitaire. Offer open for acceptances until further notice The Offer will remain open for acceptances until further notice. SolitaireShareholders who have not yet accepted the Offer and wish so to do are urged todo so as soon as possible. If you hold Solitaire Shares in certificated form, to accept the Offer, youshould complete, sign and return a Form of Acceptance for each holding as soonas possible and, in any event, so as to be received by Capita Registrars,Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU byno later than 3.00 p.m. (London time) on 23 June 2006. Acceptances in respect ofuncertificated Solitaire Shares should be made electronically through CREST sothat the TTE Instruction settles by no later than 3.00 p.m. (London time) on 23June 2006. If you hold Solitaire Shares as a CREST sponsored member, you shouldrefer to your CREST sponsor as only your CREST sponsor will be able to send thenecessary TTE Instruction to CRESTCo. Additional Forms of Acceptance are available from Capita Registrars by telephoneon 0870 162 3121 (or +44 20 8639 2157 if telephoning from outside the UK) or atthe address referred to above. Responsibility The directors of SREH and Vincent Tchenguiz, in his capacity as chairman of theConsensus Business Group which provides advisory services to the trustees of theTchenguiz Family Trust, accept responsibility for all the information containedin this announcement. To the best of their knowledge and belief (having takenall reasonable care to ensure that such is the case), the information containedin this announcement for which they accept responsibility is in accordance withthe facts and does not omit anything likely to affect the import of suchinformation. Definitions in this announcement have the same meaning as contained in the OfferDocument. Enquiries Corporate Synergy Plc (Financial adviser to SREH) 020 7448 4400 Rhod Cruwys Brian Stockbridge David Seal Dealing Disclosure Requirements The Panel wishes to draw attention to certain UK dealing disclosure requirementsfollowing the announcement of the Offer. An "Offer Period" is deemed to commenceat the time when an announcement is made of a proposed offer, with or withoutterms. Accordingly, the offer period began on 2 May 2006. Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes, "interested" (directly or indirectly) in1% or more of any class of "relevant securities" of Solitaire Group plc, all "dealings" in any "relevant securities" of that company (including by means of anoption in respect of, or a derivative referenced to, any such "relevantsecurities") must be publicly disclosed by no later than 3.30 pm (London time)on the London business day following the date of the relevant transaction. Thisrequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Solitaire Group plc, they willbe deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Solitaire Group plc by SREH or Solitaire Group plc, or by any oftheir respective "associates", must be disclosed by no later than 12.00 noon(London time) on the London business day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when aperson has long economic exposure, whether conditional or absolute, to changesin the price of securities. In particular, a person will be treated as having an"interest" by virtue of the ownership or control of securities, or by virtue ofany option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange