Wt Wner Usd Regulatory News (WNER)

14 Mar 2007 07:02

Warner Estate Holdings PLC14 March 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, WITHIN, INTOOR FROM THE UNITED STATES, OR ANY OTHER RESTRICTED JURISDICTION. FOR IMMEDIATE RELEASE 14 March 2007 WARNER ESTATE HOLDINGS PLC RECOMMENDED CASH OFFER FOR JS REAL ESTATE PLC OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS Warner Estate announces that, as at 1.00 p.m. (London time) on 13 March 2007,the first closing date of the Offer, valid acceptances of the Offer had beenreceived in respect of a total of 15,324,710 JS Shares, representingapproximately 94.11 per cent. of the issued and fully diluted share capital ofJS. None of these acceptances were received from persons acting in concert withWarner Estate and each of these acceptances may be counted by Warner Estatetowards satisfaction of the acceptance condition of the Offer. Of theseacceptances, 2,649,282 valid elections for Loan Notes (representing an aggregatenominal value of £18,544,974) have been received. Accordingly the Offer became unconditional as to acceptances on 13 March 2007and Warner Estate is pleased to announce that, all other conditions relating tothe Offer having been satisfied or waived, the Offer is hereby declaredunconditional in all respects. The Offer, which remains subject to the terms and conditions set out in theOffer Document, will remain open for acceptance until further notice. JS Shareholders who wish to accept the Offer, and who have not already done so,should (in the case of JS Shares which are not held in CREST) complete, sign andreturn their Form(s) of Acceptance in accordance with the instructions set outin the Offer Document and on the Form of Acceptance or (in the case of JS Shareswhich are held in CREST) should follow the instructions set out in the OfferDocument. If you are in any doubt as to the actions you should take to acceptthe Offer, please contact Capita Registrars at Corporate Actions, The Registry,34 Beckenham Road, Beckenham, Kent BR3 4TU, or by telephone on 0870 162 3121 (or+44 20 8639 2157 if telephoning from outside the UK). Prior to the announcement of the Offer on 26 January 2007, Warner Estate hadreceived irrevocable undertakings to accept (or procure the acceptance of) theOffer from the JS Directors in respect of their entire beneficial holdings andthose of certain connected persons totaling 2,221,706 JS Shares representingapproximately 13.64 per cent. of JS's issued share capital. Warner Estate hasreceived valid acceptances in respect of 2,173,092 of the JS Shares which arethe subject of such irrevocable undertakings representing approximately 13.35per cent. of the existing issued share capital of JS. Warner Estate has not yetreceived valid acceptances in respect of 48,614 JS Shares which are the subjectof such irrevocable undertakings, representing approximately 0.30 per cent. ofthe existing issued share capital of JS. In addition, Warner Estate also received irrevocable undertakings to accept theOffer from Trefick in respect of 4,670,285 JS Shares representing approximately28.68 per cent. of JS's issued share capital from certain shareholders connectedwith or related to the James Smith family in respect of, in aggregate, 2,249,180JS Shares representing approximately 13.81 per cent. of JS's issued sharecapital. Acceptances have been received pursuant to all of these irrevocableundertakings and are included in the total number of valid acceptances referredto above. Save as disclosed in this announcement or in the Offer Document, as at the dateof this announcement neither Warner Estate nor any person acting in concert withit, is interested in or has any rights to subscribe for, any JS Shares nor doesany such person have any short position, including any short position under aderivative or any arrangement in relation to JS Shares. For these purposes,"arrangement" includes any agreement to sell or any delivery obligation or rightto require another person to purchase or take delivery of JS Shares and anyborrowing or lending of JS Shares that have not been on-lent or sold. Consideration Settlement of the consideration due under the Offer in respect of acceptancesvalid and complete in all respects and received on or before the close ofbusiness on 13 March 2007 will be despatched by first class post (in the case ofcertificated holders) or credited to the relevant CREST account (in the case ofuncertificated holders) on or before 28 March 2007. Settlement of theconsideration in respect of further acceptances, which are valid and complete inall respects and received on or after today's date, will be despatched (or, inthe case of uncertificated holders, credited through CREST) within 14 days ofreceipt of the acceptance. Cancellation of trading and compulsory acquisition Warner Estate intends to procure that JS applies, as soon as practicable, to theLondon Stock Exchange for the cancellation of the admission to trading of JSShares on AIM. This cancellation will take effect no earlier than 13 April 2007,being the twentieth business day following the date of this announcement. Thecancellation of the admission to trading of JS Shares on AIM will significantlyreduce the liquidity and marketability of any JS Shares that are not acquired byWarner Estate. It is also anticipated that after the cancellation of theadmission to trading of JS Shares on AIM, JS will be re-registered as a privatecompany in due course. In addition, as stated in the Offer Document, given that the Offer is nowunconditional in all respects and Warner Estate has received valid acceptancesunder the Offer in respect of more than 90 per cent. of the JS Shares to whichthe Offer relates, Warner Estate intends, as soon as possible, to implement theprocedures set out in sections 428 to 430F of the Companies Act to acquirecompulsorily the remaining JS Shares to which the Offer relates. Words and expressions which are defined in the Offer Document apply to thisannouncement unless otherwise indicated. Enquiries: Warner Estate Tel: +44 (0) 20 7907 5100Philip WarnerPeter Collins Bridgewell Tel: +44 (0) 20 7003 3000Heraclis EconomidesRashmi Sinha City Profile Tel: +44 (0) 20 7488 3244Simon Courtenay This announcement is not intended to, and does not, constitute or form part ofany offer, invitation or the solicitation of an offer to purchase, subscribe foror otherwise acquire, sell or dispose of, any securities pursuant to the Offeror otherwise. The Offer is made solely by the Offer Document and the Form ofAcceptance which contain the full terms and conditions of the Offer, includingdetails of how the Offer may be accepted. Bridgewell Limited, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Warner Estate andno-one else in connection with the Offer and will not be responsible to anyoneother than Warner Estate for providing the protections afforded to clients ofBridgewell nor for giving advice in relation to the Offer or any matter orarrangement referred to in this announcement. This announcement has been prepared in accordance with English law, the TakeoverCode and the AIM Rules and information disclosed may not be the same as thatwhich would have been prepared in accordance with the law of jurisdictionsoutside England. The Offer is subject to the applicable rules and regulations of the FinancialServices Authority, the London Stock Exchange and the Takeover Code. Thedistribution of this announcement in jurisdictions other than the United Kingdomand the availability of the Offer to JS Shareholders who are not resident in theUnited Kingdom may be affected by the laws of relevant jurisdictions. Therefore,any persons who are subject to the laws of any jurisdiction other than theUnited Kingdom or JS Shareholders who are not resident in the United Kingdomwill need to inform themselves about, and observe, any applicable requirements. Unless otherwise determined by Warner Estate or required by the Takeover Codeand permitted by applicable law and regulation, the Offer is not being, and willnot be made, directly or indirectly, in or into or by use of the mails of, or byany other means or instrumentality (including, without limitation, facsimiletransmission, telex, telephone, internet or other forms of electronictransmission) of inter-state or foreign commerce of, or any facility of anational, state or other securities exchange of, the United States or any otherRestricted Jurisdiction, and will not be capable of acceptance by any such use,means, instrumentality or facility or from within the United States, or anyother Restricted Jurisdiction. Accordingly, unless otherwise determined byWarner Estate or required by the Takeover Code and permitted by applicable lawand regulation, copies of this announcement are not being, and must not be,directly or indirectly, mailed, transmitted or otherwise forwarded, distributedor sent in, into or from the United States or any other Restricted Jurisdiction,and persons receiving this announcement (including, without limitation,custodians, nominees and trustees) must not mail, or otherwise, forward,distribute or send it in, into or from such jurisdiction. Any persons (including without limitation, any custodian, nominee and trustee)who would, or otherwise intends to, or may have a contractual or legalobligation to, forward this announcement, and/or the Offer Document, and/or anyother related document to any jurisdiction outside the United Kingdom shouldinform themselves of, and observe, any applicable legal or regulatoryrequirements of their jurisdiction. This information is provided by RNS The company news service from the London Stock Exchange