Tissue Regenix Group Regulatory News (TRX)

4 Aug 2005 09:43

Torex Retail PLC04 August 2005 Torex Retail plc4 August 2005 FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN TOREX RETAIL PLC ___________________________________________________________________________ RECOMMENDED OFFER FOR XN CHECKOUT HOLDINGS PLC Offer Wholly Unconditional and Compulsory Acquisition of Outstanding XN Checkout Shares The Board of Torex Retail plc ("Torex Retail") announces that the offer (the"Offer") made by Evolution Securities Limited on behalf of Torex Retail for XNCheckout Holdings PLC ("XN Checkout") has today become wholly unconditional. As at 1.00 p.m. on 3 August 2005, valid acceptances had been received in respectof 26,884,727 XN Checkout Shares (representing approximately 96.03 per cent. ofXN Checkout's issued share capital). Accordingly, Torex Retail will shortly be issuing notices under s.429 CompaniesAct 1985 to XN Checkout Shareholders who have not yet accepted the Offer that itnow intends to exercise its rights to acquire compulsorily all those XN CheckoutShares still outstanding at the expiry of the requisite notice period. In themeantime, the Offer remains open for acceptance until further notice. Notice will also be sent to the Board of XN Checkout requesting that the XNCheckout Directors make an application to AiM for cancellation of the admissionof XN Checkout Shares to trading on AiM. XN Checkout Shareholders who have not yet accepted the Offer should, if theyhold their XN Checkout Shares in Certificated Form, despatch their Forms ofAcceptance as soon as possible or, if they hold their XN Checkout Shares inUncertificated Form accept the Offer electronically through CREST. XN CheckoutShareholders who are in any doubt as to the procedures for acceptance shouldcontact Capita Registrars by telephone on 0870 162 3121 or if calling fromoutside the United Kingdom on +44 208 639 2157. Settlement of consideration to which any XN Checkout Shareholder is entitledwill be effected: (i) in the case of acceptances received (complete in allrespects) by 4 August 2005 within 14 days of this date; or (ii) in the case ofacceptances received (complete in all respects) after 4 August 2005 but whilethe Offer remains open, within 14 days of such receipt. Terms defined in the Offer document dated 8 July 2005 shall, unless the contextrequires otherwise, have the same meanings in this announcement. EnquiriesTorex Retail Telephone: 01993 230 030Richard Thompson / Nigel Horn Evolution Telephone: 0207 071 4300Tim Worlledge / Jeremy Ellis This announcement is issued by Evolution which is authorised and regulated inthe United Kingdom by the Financial Services Authority. Evolution is actingexclusively for Torex Retail and is acting for no one else in connection withthe Offer and will not be responsible to anyone other than Torex Retail forproviding the protections afforded to customers of Evolution nor for providingadvice in relation to the Offer. This information is provided by RNS The company news service from the London Stock Exchange