Wt Wner Usd Regulatory News (WNER)

12 Mar 2007 13:24

Warner Estate Holdings PLC12 March 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, WITHIN, INTOOR FROM THE UNITED STATES OR ANY OTHER RESTRICTED JURISDICTION 12 March 2007 WARNER ESTATE HOLDINGS PLC ("WARNER ESTATE") RECOMMENDED CASH OFFER FOR JS REAL ESTATE PLC OFFER UPDATE - LEVEL OF ACCEPTANCES Warner Estate announces that, as at 11.00 a.m. (London time) on 12 March 2007,valid acceptances of the Offer had been received in respect of a total of13,524,488 JS Shares, representing approximately 83.05 per cent. of the issuedand fully diluted share capital of JS. None of these acceptances were receivedfrom persons acting in concert with Warner Estate. Each of these acceptances maybe counted by Warner Estate towards satisfaction of the acceptance condition ofthe Offer. The first closing date of the Offer is 13 March 2007. 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 totalling 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 and from certain shareholdersconnected with or related to the James Smith family in respect of, in aggregate,2,249,180 JS Shares representing approximately 13.81 per cent. of JS's issuedshare capital. Acceptances have been received pursuant to all of theseirrevocable undertakings and are included in the total number of validacceptances referred to 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. Words and expressions which are defined in the Offer Document apply to thisannouncement unless otherwise indicated. Enquiries: Warner Estate Tel: +44 (0) 20 7907 5100 Philip Warner Peter Collins Bridgewell Tel: +44 (0) 20 7003 3000 Heraclis Economides Rashmi Sinha City Profile Tel: +44 (0) 20 7488 3244 Simon 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. 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