Wt Wner Usd Regulatory News (WNER)

17 May 2005 07:01

Industrial Funds Limited17 May 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THEUNITED STATES, CANADA, AUSTRALIA OR JAPAN 17 May 2005 RECOMMENDED CASH OFFER by HSBC on behalf of Industrial Funds Limited ("IFL") for the whole of the issued and to be issued ordinary share capital of Ashtenne Holdings PLC ("Ashtenne") OFFER DECLARED WHOLLY UNCONDITIONAL IFL announces that as at 3.00 p.m. on 16 May 2005 IFL had received validacceptances of the Offer in respect of 33,258,845 Ashtenne Shares in aggregate,representing approximately 92.1 per cent. of the existing issued ordinary sharecapital of Ashtenne. Accordingly the Offer became unconditional as to acceptances on 16 May and IFLis pleased to announce that, all conditions of the Offer having been satisfiedor waived, the Offer is hereby declared wholly unconditional. The Offer, which remains subject to the terms and conditions set out in theOffer Document, will remain open for acceptance until further notice. To theextent they have not already done so, Ashtenne Shareholders who wish to acceptthe Offer should complete, sign and return their Forms of Acceptance as soon aspossible in accordance with the instructions set out in the Offer Document andin the Form of Acceptance. Prior to the announcement of the Offer IFL had received irrevocable undertakingsto accept (or procure the acceptance of) the Offer from the Directors andcertain connected persons in respect of 2,148,313 shares, representing 6 percent. of the then existing issued share capital of Ashtenne. Acceptances havebeen received pursuant to all of these irrevocable undertakings and are includedin the total number of valid acceptances referred to above. In addition, IFL had also received irrevocable undertakings to accept the Offerfrom certain of the Ashtenne Directors in respect of a further 1,838,048Ashtenne Shares the subject of awards under the LTIP representing 5.2 per cent.of the then existing issued ordinary share capital of Ashtenne. The trustee ofthe Ashtenne Employee Trust has exercised its discretion to transfer shares tothese Ashtenne Directors in satisfaction of these awards and acceptancespursuant to these irrevocable undertakings have now been received and areincluded in the total number of valid acceptances referred to above. Save as set out above and as disclosed in the announcement of the Offer dated 31March 2005 made under rule 2.5 of the City Code, neither IFL nor Warner nor anyperson acting, or deemed to be acting in concert with IFL or Warner, held anyAshtenne Shares (or rights over Ashtenne Shares) prior to the commencement ofthe Offer Period and neither IFL nor Warner nor any person acting, or deemed tobe acting in concert with IFL or Warner, has acquired or agreed to acquire anyAshtenne Shares (or rights over any Ashtenne Shares) since the commencement ofthe Offer Period. SETTLEMENT UNDER THE OFFER Settlement of the consideration due under the Offer in respect of validacceptances received on or before the close of business on 16 May 2005 will bedespatched (or, in respect of Ashtenne Shares held in uncertificated form,credited through CREST) on or before 31 May 2005 in respect of Ashtenne Sharesfor which valid and complete acceptances of the Offer have already beenreceived. Settlement of the consideration in respect of valid acceptancesreceived on or after today's date will be despatched (or, in respect of Ashtenneshares held in uncertificated form, credited through CREST) within 14 days ofreceipt of Forms of Acceptance which are valid and complete in all respects. SETTLEMENT OF THE SPECIAL DIVIDEND The Special Dividend will be payable to all Ashtenne Shareholders on theregister at the close of business on 23 May 2005, the day four business daysafter the date of this announcement (the "Record Date"). IFL will ensure that the registration of the transfer to IFL of the AshtenneShares comprised in acceptances received is not effected until after the RecordDate to enable accepting Ashtenne Shareholders to receive the benefit of theSpecial Dividend. The Special Dividend will be paid by Ashtenne not later than 31 May 2005. COMPULSORY ACQUISITION AND DELISTING IFL intends, as soon as practicable, to apply the provisions of sections 428 to430F (inclusive) of the Companies Act to acquire compulsorily any outstandingAshtenne Shares to which the Offer relates. As the result of the Offer being declared wholly unconditional, notice is herebygiven that IFL intends, as soon as practicable, to procure that Ashtenneapplies: (a) to the UKLA for the cancellation of the listing of Ashtenne Shareson the Official List; and (b) to the London Stock Exchange for the cancellationof the admission to trading of Ashtenne Shares on the London Stock Exchange'smarket for listed securities. These cancellations will take effect no earlierthan 20 business days commencing on the date of this announcement. Accordingly,it is expected that such cancellations will take effect on 14 June 2005, or assoon thereafter as possible. Additional copies of the Offer Document and the Form of Acceptance can beobtained by telephoning Capita Registrars on 0870 162 3121, or if calling fromoutside the United Kingdom, on +44 20 8639 2157. Terms defined in the Offer Document have the same meanings when used in thisannouncement. Enquiries: HSBC - Financial Adviser to IFL & Warner +44 20 7991 8888 Maxwell James Oliver Smith The Offer is not being made, directly or indirectly, in or into, or by use ofthe mails of, or by any means or instrumentality (including, without limitation,facsimile, transmission, telex and telephone) of interstate or foreign commerceof, or any facility of a national, state or other securities exchange of, theUnited States, Canada, Australia or Japan, and, subject to certain exceptions,the Offer cannot be accepted by any such use, means, instrumentality orfacility, or from within the United States, Canada, Australia or Japan.Accordingly, copies of this announcement and the documentation relating to theOffer are not being, and must not be mailed or otherwise distributed or sent in,into or from the United States, Canada, Australia or Japan and persons receivingthis announcement or such documentation (including, without limitation,custodians, nominees and trustees) must not distribute, forward, mail, transmitor send them in, into or from the United States, Canada, Australia or Japan.Doing so may render invalid any purported acceptance of the Offer. HSBC, which is regulated in the United Kingdom by the Financial ServicesAuthority, is acting for IFL and Warner and no one else in relation to the Offerand will not be responsible to any person other than IFL and Warner forproviding the protections afforded to customers of HSBC nor for providing advicein relation to the Offer. This announcement does not constitute an offer or invitation to purchase anysecurities or a solicitation of an offer to buy any securities, pursuant to theOffer or otherwise. The full terms and conditions of the Offer, includingdetails of how the Offer may be accepted, are set out in the Offer Document andthe Form of Acceptance. The Offer Document and the Form of Acceptance have beenmade available to those Ashtenne Shareholders who are able to receive them, as aresult of the laws of the jurisdictions in which they are resident. AshtenneShareholders are advised to read the Offer Document and the Form of Acceptanceas they contain important information. This information is provided by RNS The company news service from the London Stock Exchange