TEG.L Regulatory News (TEG)

14 Feb 2005 07:30

Landsbanki Holdings (UK) Plc14 February 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN FOR IMMEDIATE RELEASE 14 February 2005 Recommended Cash Offer by HSBC on behalf of Landsbanki Holdings (UK) plc a wholly-owned subsidiary of Landsbanki Islands hf. for Teather & Greenwood Holdings plc Offer unconditional as to acceptances Landsbanki Islands hf. ("Landsbanki") announces that valid acceptances of therecommended cash offer (the "Offer") made by HSBC on behalf of LandsbankiHoldings (UK) plc ("Landsbanki UK"), a wholly-owned subsidiary of Landsbanki,for the entire issued and to be issued share capital of Teather & GreenwoodHoldings plc ("Teathers") not already owned by any member of the LandsbankiGroup, have been received in respect of 23,142,658 Teathers Shares representing,in aggregate, approximately 40.3 per cent. of the existing issued share capitalof Teathers. Prior to the commencement of the Offer Period, Landsbanki owned, in aggregate,275,000 Teathers Shares representing approximately 0.5 per cent. of the existingissued share capital of Teathers. On 1 February 2005, Landsbanki acquired, inaggregate, a further 5,321,495 Teathers Shares representing approximately 9.3per cent. of the existing issued ordinary share capital of Teathers. Landsbanki and Landsbanki UK therefore either own or have received validacceptances under the Offer in respect of 28,739,153 Teathers Sharesrepresenting approximately 50.0001 per cent. of the existing issued sharecapital of Teathers. Accordingly the condition of the Offer as set out inparagraph (a) of Part A of Appendix I to the Offer Document has now beensatisfied and the Offer has become unconditional as to acceptances. Prior to making the Offer, Landsbanki received irrevocable undertakings toaccept the Offer from the Teathers Directors and certain of the TeathersShareholders in respect of, in aggregate, 24,263,692 Teathers Shares,representing approximately 42.2 per cent. of the existing issued share capitalof Teathers. The Offer will remain open for acceptance until further notice and remainsubject to certain other conditions and the terms set out in the Offer Document. The Teathers Shareholders who wish to accept the Offer, and have not yet doneso, should complete the Form of Acceptance (whether or not their Teathers Sharesare held in CREST) enclosed with the Offer Document and return it, together withsupporting documents, as soon as possible to the receiving agents to the Offer,Computershare Investor Services PLC, by post or by hand (during normal businesshours) at P.O. Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ or byhand (during normal business hours) at 2nd Floor, Vintners Place, 68 UpperThames Street, London EC4V 3BJ. Additional copies of the Offer Document and the Form of Acceptance can beobtained by telephoning Computershare Investor Services PLC on 0870 702 0100(or, if telephoning from outside the United Kingdom, on +44 870 702 0100). Save as disclosed in this announcement or in the Offer Document, neitherLandsbanki nor Landsbanki UK, nor any person acting or deemed to be acting inconcert with Landsbanki or Landsbanki UK, held any Teathers Shares (or rightsover any Teathers Shares) prior to the Offer Period and neither Landsbanki norLandsbanki UK, nor any persons acting or deemed to be acting in concert withLandsbanki or Landsbanki UK have acquired or agreed to acquire any TeathersShares (or rights over any Teathers Shares) since the commencement of the OfferPeriod. 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 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 thisdocument. This information is provided by RNS The company news service from the London Stock Exchange