Tissue Regenix Group Regulatory News (TRX)

24 Aug 2005 12:11

Torex Retail PLC24 August 2005 Torex Retail Plc24 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 ANKER PLC Offer Wholly Unconditional and Compulsory Acquisition of Outstanding Anker Shares The Board of Torex Retail Plc ("Torex Retail") announces that the offer (the"Offer") made by UBS Investment Bank on behalf of Torex Retail for Anker Plc("Anker") has today become wholly unconditional. As at 3.00 p.m. on 23 August 2005, Anker had received valid acceptances of theoffer in respect of a total of 41,177,970 Anker Shares, representingapproximately 99.02 per cent. of the existing issued share capital of Anker. As at 3.00 p.m. on 23 August 2005, valid acceptance of the Offer in relation to8,292,325 Anker Shares, representing 19.94 per cent. of the existing issuedordinary share capital of Anker, had been received electing for the basic termsof the Offer, valid acceptances of the Offer in relation 26,192,409 AnkerShares, representing approximately 62.99 per cent. of the existing issuedordinary share capital of Anker, had been received electing for additional cashunder the Mix and Match Facility and valid acceptances of the Offer in relation6,693,236 Anker Shares, representing approximately 16.10 per cent. of theexisting issued ordinary share capital of Anker, had been received electing foradditional New Torex Retail Shares under the Mix and Match Facility. Prior to the posting of the Offer Document on 22 July 2005, Torex Retail hadreceived irrevocable undertakings or letters of intent from the Anker Directorsand certain other Anker Shareholders to accept or procure the acceptance of theOffer in respect of, in aggregate, 31,347,988 Anker Shares, representingapproximately 75.4 per cent. of the existing issued ordinary share capital ofAnker. Included in the valid acceptances of the Offer set out above areacceptances in respect of 31,347,988 Anker Shares, representing approximately75.4 per cent. of the existing issued ordinary share capital of Anker, receivedpursuant to such irrevocable undertakings and letters of intent. Neither Torex Retail nor any persons deemed to be acting in concert with it forthe purposes of the Offer owned any Anker Shares (or rights over such shares) on29 June 2005 (being the last dealing day prior to the commencement of the Offerperiod) nor has Torex Retail nor any person deemed to be acting in concert withit for the purposes of the Offer acquired or agreed to acquire any Anker Shares(or rights over such shares) during the Offer period other than by way ofacceptances of the Offer. Compulsory Acquisition and cancellation of listing As described in the Offer Document, as and when Torex Retail receivesacceptances under the Offer in respect of, and/or otherwise acquired 90 percent. or more of the Anker Shares to which the Offer related, Torex Retailintends to exercise its rights pursuant to the provisions of sections 428 to430F of the Companies Act 1985 to acquire compulsorily Anker Shares in respectof which acceptances have not been received. Accordingly, Torex Retail is today issuing notices under s.429 of the CompaniesAct 1985 to Anker Shareholders who have not yet accepted the Offer that it nowintends to exercise its rights to acquire compulsorily all of those Anker Sharesstill outstanding at the expiry of the requisite notice period. In themeantime, the Offer remains open for acceptance until further notice, althoughthe Mix and Match Facility is now closed. Notice has also been sent to the Board of Anker requesting that the AnkerDirectors make an application to AIM for cancellation of the admission totrading of Anker Shares on AIM. It is expected that such cancellation willbecome effective after 20 clear business days following this announcement on the20 September 2005. For Anker Shares held in certificated form, Forms of Acceptance should becompleted, signed and returned in accordance with instructions set out in theOffer Document and in the Form of Acceptance, so as to be received as soon aspossible. For Anker Shares held in uncertificated form, an Electronic Acceptanceshould be made in accordance with instructions set out in the Offer Document sothat the TTE Instruction settles as soon as possible. Settlement of consideration Settlement of consideration to which any Anker Shareholder is entitled will beeffected: (i) in the case of acceptances received (complete in all respects) by23 August 2005 within 7 days of this date; or (ii) in the case of acceptancesreceived (complete in all respects) after 23 August 2005 but while the Offerremains open, within 7 days of such receipt. Terms defined in the offer document dated 22 July 2005 (the "Offer Document")shall, unless the context requires otherwise, have the same meanings in thisannouncement. EnquiriesTorex Retail Plc Telephone: 01295 753313Richard Thompson / Nigel Horn UBS Investment Bank Telephone: 0207 567 8000Ben Robertson / Jackie Lee This information is provided by RNS The company news service from the London Stock Exchange