Volvere Regulatory News (VLE)

2 Nov 2006 17:04

Volvere PLC02 November 2006 Volvere plc NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO ORFROM THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHERJURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OFSUCH JURISDICTION FOR IMMEDIATE RELEASE 2 November 2006 Recommended Offer for NMT Group PLC ("NMT") by Volvere plc ("Volvere") Offer unconditional in all respects Further to the announcement made on 14 September 2006 by Volvere of its offer toacquire the entire issued and to be issued ordinary share capital of NMT notalready owned by Volvere (the "Offer") and the posting of the Offer Document on12 October 2006, Volvere announces that subject to admission of the New VolvereShares to trading on AIM becoming effective, all conditions relating to theOffer have been satisfied or waived and accordingly the Offer has been declaredunconditional in all respects. The Offer will remain open for acceptance until further notice. Level of acceptances As at 1.00 p.m. (London time) on 2 November 2006, valid acceptances had beenreceived in respect of 4,166,460 NMT Shares, representing approximately 47.8 percent. of NMT's issued ordinary share capital. This total includes acceptances in respect of 1,760,343 NMT Shares in respect ofwhich Volvere had received irrevocable undertakings to accept the Offer,representing approximately 20.2 per cent. of the issued ordinary share capitalof NMT. Prior to announcement of the Offer Volvere held 2,604,683 NMT Sharesrepresenting approximately 29.9 per cent. of the issued ordinary share capitalof NMT. Accordingly, as at 1.00pm (London time) on 2 November 2006, Volvere either ownsor has received acceptances of the Offer in respect of a total of 6,711,143 NMTShares, representing approximately 77.7 per cent. of the issued ordinary sharecapital of NMT. In accordance with the conditions of the Offer, Volvere has waived therequirement to receive acceptances in respect of not less than 90 per cent. ofthe NMT Shares to which the Offer relates and has decided to declare the Offerunconditional as to acceptances having received acceptances in respect of NMTShares carrying, when aggregated with the NMT Shares already owned by Volvere,more than 50 per cent. of the voting rights exercisable at a general meeting ofNMT. Further acceptances For NMT Shares held in certificated form, Forms of Acceptance not yet returnedshould be completed and returned in accordance with the instructions set out inthe Offer Document and on the Form of Acceptance so as to be received as soon aspossible. For NMT Shares held in uncertificated form, Electronic Acceptances should bemade in accordance with the instructions set out the Offer Document so thatsettlement occurs as soon as possible. Any NMT Shareholder requiring additional Forms of Acceptance, should contactCapita Registrars on 0870 162 3121 or, if calling from outside the UK, +44 (0)20 8639 2157 (during normal business hours only). Settlement Settlement of the consideration to which any NMT Shareholder is entitled underthe Offer in respect of valid acceptances received by no later than 1.00 pm on 2November 2006 will be dispatched (or in respect of NMT Shares held inuncertificated form, credited through CREST) on or before 16 November 2006.Settlement of the consideration in respect of valid acceptances received after1.00 p.m. on 2 November 2006 will be dispatched (or in respect of NMT Sharesheld in uncertificated form, credited through CREST) within 14 days of receiptof such acceptances. Cancellation of NMT's AIM admission and compulsory acquisition If sufficient acceptances are received, Volvere intends to apply the provisionsof sections 428 to 430F (inclusive) of the Companies Act 1985 to acquirecompulsorily any remaining NMT Shares to which the Offer relates. Volvere intends to procure that NMT applies to the London Stock Exchange for thecancellation of the admission of NMT Shares to trading on AIM. It isanticipated that cancellation of admission of the NMT Shares to trading on AIMwill take effect no earlier than 1 December 2006. The cancellation of the admission to trading of NMT Shares on AIM willsignificantly reduce the liquidity and marketability of any NMT Shares which arenot acquired under the Offer and their value may be materially and adverselyaffected as a consequence. Expected Admission to AIM of New Volvere Shares Application has been made to the London Stock Exchange for up to 2,035,545 NewVolvere Shares to be admitted to AIM. It is expected that admission of the NewVolvere Shares will become effective and that dealings will commence at 8.00a.m. on 3 November 2006, in respect of the 1,388,168 New Volvere Shares whichhave been allotted to NMT Shareholders from whom valid acceptances had beenreceived by 1.00 p.m. on 2 November 2006. This announcement should be read in conjunction with the Offer Document dated 12October 2006. Terms used in this announcement shall have the meaning given tothem in the Offer Document. Enquiries: Dawnay, Day Corporate Finance Limited (Financial Adviser to Volvere) Sandy Jamieson +44 (0) 207 509 4570Alex Stanbury +44 (0) 207 509 4570 Dawnay, Day Corporate Finance Limited ("Dawnay Day"), which is authorised andregulated in the United Kingdom by the Financial Services Authority is actingexclusively as financial adviser to Volvere in connection with the Offer and noone else and will not be responsible to anyone other than Volvere for providingthe protections afforded to clients of Dawnay Day nor for providing advice inrelation to the Offer or any matter referred to herein. The Volvere Directors accept responsibility for the information contained inthis announcement. To the best of the knowledge and belief of the VolvereDirectors (having taken all reasonable care to ensure that such is the case) theinformation contained in this announcement is in accordance with the facts anddoes not omit anything likely to affect the import of such information. This announcement is not intended to and does not constitute or form any partof, an offer to sell or an invitation to purchase or the solicitation of anoffer to subscribe for any securities or the solicitation of any vote orapproval in any jurisdiction pursuant to the Offer or otherwise. The Offer hasbeen made solely through the Offer Document and the Form of Acceptance, whichtogether contain the full terms and conditions of the Offer, including detailsof how to accept the Offer. Any acceptance or other response to the Offershould be made only on the basis of the information contained in the OfferDocument and the Form of Acceptance. The New Volvere Shares have not been, nor will they be, registered under the USSecurities Act or any of the relevant securities laws of any state of the UnitedStates or of Canada, Australia, South Africa or Japan. Accordingly the NewVolvere Shares may not (unless an exemption under relevant securities laws isapplicable) be offered, sold, resold or delivered, directly or indirectly, in orinto the United States, Canada Australia South Africa or Japan or for theaccount or benefit of any person located in the United States, Canada,Australia, South Africa or Japan or any US Person. The laws of the relevant jurisdictions may affect the availability of the Offerto persons not resident in the United Kingdom. In particular, the Offer is notbeing made, directly or indirectly, in or into, or by the use of mails or anymeans or instrumentality (including without limitation, telephonically orelectronically) of interstate or foreign commerce of, or any facility of anational securities exchange of, the United States, Canada, Australia, SouthAfrica or Japan and the Offer will not be capable of acceptance by any such use,means, instrumentality or facilities from or within the Unites States, Canada,Australia, South Africa or Japan.. Accordingly, copies of this announcement andany offer documents are not being, and must not be, in whole or in part, mailedor otherwise forwarded, distributed or sent in, into or from, the United States,Canada, Australia, South Africa or Japan or other such jurisdiction where to doso would constitute a violation of the relevant laws of such jurisdiction. Persons who are not resident in the United Kingdom, or who are subject to thelaws of any jurisdiction other than the United Kingdom, should inform themselvesabout and observe any applicable legal or regulatory requirements. This information is provided by RNS The company news service from the London Stock Exchange