TEG.L Regulatory News (TEG)

1 Feb 2005 13:22

Landsbanki Holdings (UK) Plc01 February 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN FOR IMMEDIATE RELEASE 1 February 2005 Landsbanki Holdings (UK) plc Recommended Cash Offer for Teather & Greenwood Holdings plc ("Teathers") Offer update and acquisition of 9.3 per cent. of the issued share capital of Teathers SUMMARY Landsbanki Holdings (UK) plc ("Landsbanki UK") announced on 1 February 2005 arecommended cash offer to be made by HSBC, on behalf of Landsbanki UK, for theentire issued and to be issued share capital of Teathers not already owned byLandsbanki (the "Offer Announcement"). The Offer of 75 pence for each TeathersShare values the entire issued and to be issued share capital of Teathers atapproximately £42.8 million. Landsbanki is pleased to announce that it has today acquired 5,321,495 TeathersShares, representing approximately 9.3 per cent. of the existing issued sharecapital of Teathers. In addition, Teathers Shareholders owning 27,388,652 Teathers Shares,representing approximately 48.0 per cent. of the existing issued share capitalof Teathers, continue to indicate their support for the Offer on the basis setout in the Offer Announcement. Accordingly, Landsbanki now owns, or has received irrevocable undertakings or aletter of intent to accept the Offer in respect of, in aggregate, 32,985,147Teathers Shares, representing approximately 57.8 per cent. of the existingissued share capital of Teathers. As stated in the Offer Announcement, the Offer is conditional upon, inter alia,Landsbanki or Landsbanki UK acquiring or agreeing to acquire (either pursuant tothe Offer or otherwise) shares carrying over 50 per cent. of the voting rightsattributable to the Teathers Shares. ENQUIRIES:HSBC Bank plcAlistair HillEdward GriffinPhone: +44 (0)20 7991 8888 FinsburyMorgan BoneNicola HobdayPhone: +44 (0)20 7251 3801 The terms defined in the Offer Announcement 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 Offer is not being made, directly or indirectly, in or into, or by use ofthe mails of, or by any means or instrumentality (including, but not limited to,facsimile, e-mail or other electronic transmission, telex or telephone) ofinterstate or foreign commerce of, or any facility of a national, state or othersecurities exchange of, the United States, Australia, Canada or Japan, and theOffer cannot be accepted by any such use, means, instrumentality or facility, orfrom within the United States, Australia, Canada or Japan. Accordingly, copiesof the Offer Document, the Form of Acceptance and any other related offeringdocuments are not being (unless otherwise determined by Landsbanki UK in itssole discretion) and must not be, mailed or otherwise distributed or sent in,into or from the United States, Australia, Canada or Japan and persons receivingsuch documents (including, without limitation, custodians, nominees andtrustees) should not distribute, forward, mail, transmit or send them in, intoor from the United States, Australia, Canada or Japan. Doing so may invalidateany purported acceptance of the Offer. The availability of the Offer to persons outside the United Kingdom may beaffected by the laws of other jurisdictions. Such persons should informthemselves about and observe any applicable requirements of those jurisdictions. The Loan Notes have not been, and will not be, registered under the USSecurities Act or under the securities laws of any state, district or otherjurisdiction of the United States, or of Australia, Canada or Japan and noregulatory clearances in respect of the Loan Notes have been, or will be,applied for in any jurisdiction. Accordingly, unless an exemption under the USSecurities Act or other relevant securities laws is applicable, the Loan Notesare not being, and may not be, offered, sold, re-sold or delivered ordistributed in or into the United States, Australia, Canada or Japan or to, orfor the account or benefit of, any US Person or any person resident inAustralia, Canada or Japan. HSBC Bank plc, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting for Landsbanki UK in connection with theOffer and no one else and will not be responsible to anyone other thanLandsbanki UK for providing the protections afforded to clients of HSBC Bank plcnor for providing advice in relation to the Offer nor any other matter referredto in this announcement. This information is provided by RNS The company news service from the London Stock Exchange