Trainline Regulatory News (TRN)

13 Apr 2005 07:30

R P Martin Group Limited13 April 2005 Not for release, publication or distribution in whole or in part in or into theUnited States, Canada, Australia OR Japan. EMBARGOED FOR RELEASE UNTIL 7.30AM ON 13 APRIL 2005 13 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 OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS STATEMENT OF ACCEPTANCES AND DE-LISTING BDO Stoy Hayward Corporate Finance, on behalf of R.P. Martin, announces that, asat 1 p.m. on 12 April 2005, valid acceptances of the Offer had been received inrespect of 65,419,787 Trio Shares (representing approximately 78.8 per cent. ofthe Trio Shares to which the Offer relates). Valid acceptances in relation toall irrevocable undertakings and letters of intent received by R.P. Martin toaccept the Offer have been included in 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 13 April 2005). Further, as announced on the 12 April 2005, R.P. Martin acquired 12,920,801 TrioShares, representing 15.6 per cent. of the Trio Shares to which the Offerrelates. In total therefore, R.P. Martin Group Limited now either owns or controls or hasreceived valid acceptances in respect of, in aggregate, 78,790,588 Trio Shares(representing approximately 94.4 per cent. of the issued share capital of Trioand 94.9 per cent. of the Trio Shares to which the Offer relates). Consequentlythe condition of the Offer as set out in paragraph (a) of Part A of Appendix Ito the Offer Document has now been satisfied. With all conditions to the Offernow having been satisified, the Offer is declared unconditional in all respects. To the extent they have not already done so, Trio Shareholders who hold TrioShares in certificated form who have not yet accepted the Offer should completeand return their Form of Acceptance as soon as possible in accordance with theinstructions set out in the Offer Document and in the Form of Acceptance. 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. Settlement of the consideration due under the Offer in respect of validacceptances which have been received and are valid and complete in all respectswill be despatched on or before 27 April 2005. Settlement of the considerationin respect of further acceptances which are valid and complete will bedespatched within 14 days of receipt. As notified on 4 April 2005, the Offer has been extended until 1 p.m. (Londontime) on 15 April 2005. The Offer will then remain open for acceptance for afurther 14 days. As stated in the Offer Document, R.P. Martin intends to exercise its rightsunder sections 428 to 430F of the Act to compulsorily acquire the remaining TrioShares. R.P Martin also intends to procure an application by Trio to the UKLA for thecancellation of the listing of Trio Shares on the Official List and to theLondon Stock Exchange for the cancellation of admission to trading of TrioShares on its main market for listed securities. The de-listing will take effectno earlier than 20 Business Days from the date of this announcement. De-listingis expected to significantly reduce the liquidity and marketability of any TrioShares not ascented to under the Offer. 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 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 Gresham LLP 020 7309 5000Paul Canning 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