TEG.L Regulatory News (TEG)

10 Mar 2005 07:00

Landsbanki Holdings (UK) Plc10 March 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN 10 March 2005 Recommended Cash Offer by HSBC Bank plc on behalf of Landsbanki Holdings (UK) plc a wholly-owned subsidiary of Landsbanki Islands hf. for Teather & Greenwood Holdings plc COMPULSORY ACQUISITION OF OUTSTANDING TEATHERS SHARES On 7 March 2005, the board of Landsbanki Islands hf. ("Landsbanki") announcedthat the recommended cash offer (the "Offer") made by HSBC Bank plc ("HSBC") onbehalf of Landsbanki Holdings (UK) plc ("Landsbanki UK"), a wholly-ownedsubsidiary of Landsbanki, for the entire issued and to be issued share capitalof Teather & Greenwood Holdings plc ("Teathers") not already owned by any memberof the Landsbanki Group, had been declared unconditional in all respects. Landsbanki UK announces that valid acceptances of the Offer have been receivedin respect of, in aggregate, 48,446,365 Teathers Shares representingapproximately 93.0 per cent. of the existing issued share capital of Teathers towhich the Offer relates. As sufficient acceptances of the Offer have now been received, Landsbanki UKintends to apply the provisions of sections 428 to 430F (inclusive) of theCompanies Act 1985 to acquire compulsorily any outstanding Teathers Shares towhich the Offer relates. A letter, together with a statutory notice pursuant tosection 429 of the Companies Act, will be posted shortly to TeathersShareholders who have not yet accepted the Offer. The Offer and the terms of the Loan Note Alternative will remain open foracceptance until further notice and remains subject to the terms set out in theOffer Document. ENQUIRIES HSBC Bank plcAlistair HillEdward GriffinAdam BastinPhone: +44 (0)20 7991 8888 FinsburyMorgan BoneNicola HobdayPhone: +44 (0)20 7251 3801 The terms defined in the Offer Document have the same meanings in thisannouncement unless the context requires otherwise. This announcement does not constitute an offer to sell, or an invitation topurchase, any securities. The Offer is made solely by the Offer Document and theForm of Acceptance. 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 locatedor of which they are citizens. Such persons should inform themselves about, andobserve, any applicable requirements of those jurisdictions. The Offer is not being made, directly or indirectly, in or into Canada,Australia or Japan and the Offer is not be capable of acceptance in or fromCanada, Australia or Japan. In addition, the Offer is not being made, directlyor indirectly, in or into or by use of the mails or by any means orinstrumentality (including, without limitation, by means of telephone,facsimile, telex, internet or other forms of electronic transmission) ofinterstate or foreign commerce of, or any facilities of a national securitiesexchange of, or in or into, the United States and, subject to certainexceptions, the Offer is not capable of acceptance by any such use, means,instrumentality or facilities or from the United States. Accordingly, copies of this announcement are not being, and must not be, mailedor otherwise forwarded, distributed or sent in, into or from the United States,Canada, Australia or Japan. Persons receiving this announcement (includingcustodians, nominees and trustees) should observe these restrictions and mustnot send or distribute this announcement in, into or from the United States,Canada, Australia or Japan, as doing so may invalidate any purported acceptanceof the Offer. The Loan Notes will not be listed on any stock exchange and have not been, andwill not be, registered under the United States Securities Act or under anyrelevant securities laws of any state of the United States and the relevantclearances have not been, and will not be, obtained from the regulatoryauthority of any province or territory of Canada. In addition, no prospectus inrelation to the Loan Notes has been, or will be, lodged with or registered bythe Australian Securities and Investments Commission and no steps have been, norwill be, taken to enable the Loan Notes to be offered in compliance with theapplicable securities laws of Japan or any other country or jurisdiction outsidethe United Kingdom. The Loan Notes will not be offered, sold, resold, deliveredor distributed, directly or indirectly, in or into the United States, Canada,Australia or Japan or any other jurisdiction if to do so would constitute aviolation of the relevant laws in such jurisdiction. HSBC, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting for the Landsbanki Group and no one else inconnection with the Offer and will not be responsible to any other person forproviding the protections afforded to customers of HSBC, nor for providingadvice in relation to the Offer or any other matters referred to in thisannouncement. This information is provided by RNS The company news service from the London Stock Exchange