Tissue Regenix Group Regulatory News (TRX)

29 Jul 2005 18:04

Torex Retail PLC29 July 2005 Torex Retail plc29 July 2005 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 Unconditional as to Acceptances As at 1.00 p.m. on 29 July 2005, valid acceptances had been received in respectof 24,777,251 XN Checkout Shares (representing approximately 89.19 per cent ofXN Checkout's issued share capital). Accordingly, the Board of Torex Retail plc("Torex Retail") announces that the offer (the "Offer") made by EvolutionSecurities Limited on behalf of Torex Retail for XN Checkout Holdings PLC ("XNCheckout") has been declared unconditional as to acceptances. The Offer remains conditional upon the admission to trading on AiM of the newTorex Shares issued as consideration under the Offer ("New Torex Shares")becoming effective. Application has therefore been made for the admission of 63,107,579 New TorexShares to trading on AiM and it is expected that these New Torex Shares will beadmitted to trading on AiM and that dealings in those shares will commence on 4August 2005, when it is also expected that the Offer will become whollyunconditional. Save for the holding of Christopher Moore (Chief Executive of Torex Retail andNon-Executive Chairman of XN Checkout) of 2,580,497 XN Checkout Shares, neitherTorex Retail nor any persons deemed to be acting in concert with it for thepurposes of the Offer owned any XN Checkout Shares (or rights over such shares)on 3 June 2005 (being the last dealing day prior to the commencement of theOffer period) nor has Torex Retail nor any person deemed to be acting in concertwith it for the purposes of the Offer acquired or agreed to acquire any XNCheckout Shares (or rights over such shares) during the Offer period other thanby way of acceptances of the Offer. On 10 June 2005, Torex Retail announced that irrevocable undertakings to acceptthe Offer had been received from XN Checkout Shareholders who, in aggregate,have an interest in 10,540,085 XN Checkout Shares. Valid acceptances have beenreceived in respect of 8,500,718 of these XN Checkout Shares (representingapproximately 30.60 per cent of XN Checkout's issued share capital) and theseare included in the total above. In respect of the balance of 2,039,367 XNCheckout Shares, the acceptance form has been received duly signed, but without,as yet, sufficient supporting documentation to treat it as a valid acceptanceand therefore has not been included in the total above. The Offer will remain open until further notice. At least 14 days' notice willbe given before the Offer is closed. Terms defined in the formal Offer document dated 8 July 2005 shall, unless thecontext requires 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