TEG.L Regulatory News (TEG)

7 Mar 2005 07:02

Landsbanki Holdings (UK) Plc07 March 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN 7 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 OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS The board of Landsbanki Islands hf. ("Landsbanki") is pleased to announce thatall of the conditions of the recommended cash offer (the "Offer") made by HSBCBank plc ("HSBC") on behalf of Landsbanki Holdings (UK) plc ("Landsbanki UK"), awholly-owned subsidiary of Landsbanki, for the entire issued and to be issuedshare capital of Teather & Greenwood Holdings plc ("Teathers") not already ownedby any member of the Landsbanki Group, have now been satisfied or waived.Accordingly, the Offer is hereby declared unconditional in all respects. The Offer will remain open for acceptance until further notice and remainssubject to 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). Settlement of the consideration due under the Offer will be despatched (orcredited through CREST) on or before 21 March 2005 in respect of Teathers Sharesfor which valid and complete acceptances of the Offer have already beenreceived. Settlement of the consideration in respect of valid acceptancesreceived on or after today's date will be despatched within 14 days of receiptof Forms of Acceptance which are valid and complete in all respects. Landsbanki UK intends, as soon as it becomes entitled to do so, to apply theprovisions of sections 428 to 430F (inclusive) of the Companies Act to acquirecompulsorily any outstanding Teathers Shares to which the Offer relates. In addition, Landsbanki UK intends, as soon as practicable, to procure thatTeathers applies to the UKLA for the cancellation of the listing of TeathersShares on the Official List and to the London Stock Exchange for thecancellation of the admission to trading of Teathers Shares on the London StockExchange's market for listed securities. These cancellations will take placefollowing the expiry of 20 business days commencing on the date of thisannouncement. Accordingly, it is expected that such cancellations will takeeffect on 6 April 2005, or as soon thereafter as possible. ENQUIRIES HSBC Bank plc Alistair Hill Edward Griffin Phone: +44 (0)20 7991 8888 Finsbury Morgan Bone Nicola Hobday Phone: +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