Wt Wner Usd Regulatory News (WNER)

12 May 2005 07:00

Industrial Funds Limited12 May 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THEUNITED STATES, CANADA, AUSTRALIA OR JAPAN 12 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") EXTENSION OF THE OFFER AND LEVEL OF ACCEPTANCES IFL announces that as at 3.00 p.m. on 11 May 2005, IFL had received validacceptances of the Offer in respect of 31,419,397 Ashtenne Shares in aggregate,representing approximately 88.4 per cent. of the existing issued ordinary sharecapital of Ashtenne. The Offer, which remains subject to the terms and conditions set out in theOffer Document, has been extended and will remain open for acceptance until thenext closing date which will be 3.00 p.m. (London time) on 18 May 2005. To theextent they have not already done so, Ashtenne Shareholders who wish to acceptthe Offer should complete and return their Forms of Acceptance in accordancewith the instructions set out in the Offer Document and in the Form ofAcceptance, so as to be received as soon as possible and, in any event, by notlater than 3.00 p.m. on 18 May 2005. Prior to the announcement of the Offer on 31 March 2005, IFL had receivedirrevocable undertakings to accept (or procure the acceptance of) the Offer fromthe Ashtenne Directors in respect of their entire beneficial holdings and thoseof certain connected persons totalling 2,148,313 Ashtenne Shares, representingapproximately 6 per cent. of the existing issued ordinary share capital ofAshtenne. Acceptances have been received pursuant to all of these irrevocableundertakings and are included in the total number of valid acceptances referredto above. In addition, IFL has also received irrevocable undertakings to accept the Offerfrom certain of the Ashtenne Directors in respect of a further 1,838,048Ashtenne Shares which are the subject of existing awards under the LTIP(assuming such awards vest and are satisfied in full) representing 5.2 per cent.of the existing issued ordinary share capital of Ashtenne. Accordingly,acceptances will not be received pursuant to such irrevocable undertakings untilafter the date on which the Offer becomes or is declared wholly unconditional(being the date on which such awards vest). 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. 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 8888Maxwell JamesOliver 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