Trainline Regulatory News (TRN)

4 Apr 2005 07:30

R P Martin Group Limited04 April 2005 Not for release, publication or distribution in whole or in part in or into theUnited States, Canada, Australia OR Japan. EMBARGOED UNTIL 7.30AM ON 4 APRIL 2005 Recommended Cash Offer by BDO Stoy Hayward Corporate Finance on behalf of R.P. Martin Group Limited (a wholly owned subsidiary of R.P. Martin Holdings Limited) for Trio Holdings PLC EXTENSION OF OFFER AND ANNOUNCEMENT OF LEVEL OF ACCEPTANCES BDO Stoy Hayward Corporate Finance, on behalf of R.P. Martin, announces that, asat 1 p.m. on 1 April 2005, being the first closing date of the Offer, validacceptances of the Offer had been received in respect of 63,069,410 Trio Shares(representing approximately 76.0 per cent. of the Trio Shares to which the Offerrelates). Valid acceptances in relation to all irrevocable undertakings andletters of intent received by R.P. Martin to accept the Offer have been includedin the level of valid acceptances. In addition, David Caplin has entered into a share exchange agreement with R.P.Martin dated 11 March 2005 pursuant to which he has agreed to sell, and R.P.Martin has agreed to acquire, his Trio Shares in exchange for securities in theR.P. Martin Group. Prior to the commencement of the Offer Period, David Caplinowned 450,000 Trio Shares (representing approximately 0.5 per cent. of TrioShares in issue at 1 p.m. on 1 April 2005). The Offer has been extended and will remain open for acceptance until 1 p.m.(London time) on 15 April 2005. Trio Shareholders who hold Trio Shares incertificated form and who have not yet accepted the Offer are reminded tocomplete and return their Form of Acceptance as soon as possible. TrioShareholders who hold Trio Shares in uncertificated form and who have not yetaccepted the Offer are reminded to take the necessary steps through CREST assoon as possible. If the Offer becomes, or is declared, unconditional in all respects and subjectto any applicable requirements of the UKLA, R.P. Martin intends to procure themaking of an application by Trio to the UKLA for the cancellation of the listingof Trio Shares on the Official List and to the London Stock Exchange for thecancellation of admission to trading of Trio Shares on its main market forlisted securities. Save as disclosed above, no acceptances of the Offer have been received frompersons acting in concert with R.P. Martin and neither R.P. Martin nor anyperson acting in concert with R.P. Martin held any Trio Shares or rights oversuch shares prior to the commencement of the Offer period nor have they acquiredor agreed to acquire any Trio Shares or rights over such shares during the Offerperiod. The Offer remains subject to the terms and conditions set out in the OfferDocument. The definitions of certain expressions used in this announcement are containedin the Offer Document dated 11 March 2005. Enquiries: R.P. Martin Holdings Limited 020 7469 9000David Caplin, Chief Executive Officer BDO Stoy Hayward Corporate Finance 020 7486 5888Alex WhiteShaun ClaydonAndrew Lowe Trio Holdings PLC 020 7469 9100David Hagan This announcement is published on behalf of R.P. Martin and Trio and has beenapproved by BDO Stoy Hayward Corporate Finance solely for the purposes ofSection 21 of the Financial Services and Markets Act 2000. BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward LLP, which isauthorised and regulated in the UK by the Financial Services Authority, isacting for R.P. Martin and no one else in connection with the Offer and will notbe responsible to anyone other than R.P. Martin for providing the protectionsafforded to customers of BDO Stoy Hayward Corporate Finance nor for providingadvice in relation to the Offer. The Offer will not be made, directly or indirectly, in or into the UnitedStates, Canada, Australia or Japan or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction. Accordingly,copies of this announcement are not being, and must not be, mailed or otherwisedistributed or sent in or into or from the United States, Canada, Australia orJapan or any other such jurisdiction. The provisions referred to in thisparagraph may be waived by R.P. Martin in its sole discretion as regardsspecific Trio Shareholders or generally. The R.P. Martin Directors (being also the R.P. Martin Holdings Directors) andthe members of the Investment Committee of Gresham LLP accept responsibility forthe information contained in this announcement. To the best of the knowledge andbelief of the R.P. Martin Directors and the members of the Investment Committeeof Gresham LLP (who have taken all reasonable care to ensure this is the case),the information contained in this announcement for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. This information is provided by RNS The company news service from the London Stock Exchange