Offer Declared Unconditional

24 Aug 2007 16:45

Brian Kingham24 August 2007 Not for release, publication or distribution, in whole or in part, in, into orfrom the United States, Canada, Australia, Japan or any other jurisdiction whereto do so would constitute a violation of the relevant laws of such jurisdiction. ANNOUNCEMENTFor immediate release 24 August 2007 RECOMMENDED CASH OFFER FOR RELIANCE SECURITY GROUP PLC ("RELIANCE") BY RELIANCEEXECUTIVE LIMITED ("RELIANCE EXECUTIVE") Offer declared unconditional in all respects • Following the announcement of 23 August 2007, the Board of Reliance Executive announces that as at 3.00 p.m. on 24 August 2007, valid acceptances of the Offer had been received in respect of 5,685,934 Reliance Shares, representing approximately 86.1 per cent. of the Reliance Shares to which the Offer relates. In accordance with the conditions to the Offer, the Board of Reliance Executive therefore announces that it has waived the requirement to receive acceptances in respect of not less than 90 per cent. of the Reliance Shares to which the Offer relates and has decided to declare the Offer unconditional as to acceptances. • Accordingly, the Board of Reliance Executive is pleased to announce that all of the other conditions of the Offer (as set out in the offer document dated 1 August 2007 (the "Offer Document")) have now been satisfied (or waived) and that the Offer is hereby declared unconditional in all respects. • Save as disclosed herein, no Reliance Shares have been acquired or agreed to be acquired by or on behalf of Reliance Executive or any person acting in concert with Reliance Executive during the Offer Period and neither Reliance Executive nor any person acting in concert with Reliance Executive has the benefit of any irrevocable commitment or letter of intent in respect of any Reliance Shares or has any interest in any Reliance Shares, or any short position (whether conditional or absolute and whether in the money or otherwise and including any short position under a derivative), any agreement to sell, any delivery obligation, any right to require another person to purchase or take delivery in respect of any Reliance Shares, any right to subscribe for any Reliance Shares or any stock borrowing or lending arrangement in respect of any Reliance Shares. • As set out in the Offer Document, Reliance Executive has received an irrevocable undertaking to accept the Offer from Artemis Investment Management in respect of its entire holding of 1,028,037 Reliance Shares, representing approximately 4.7 per cent. of the entire existing issued share capital of Reliance and 15.6 per cent. of the Reliance Shares to which the Offer relates. • A valid acceptance has been received in respect of all of the Reliance Shares subject to the irrevocable undertaking from Artemis Investment Management which are included in the total of valid acceptances referred to above. • Reliance Executive has also received irrevocable undertakings from Julian Nicholls and Mark Harrison (members of the Concert Party) to exercise their Reliance Options and accept the Offer in full in respect of an aggregate of a maximum of 171,979 Reliance Shares arising from the exercise. Following the testing of performance conditions attached to certain Reliance Options awarded in 2005 and 2006 and the subsequent exercise of the Reliance Options, the actual number of Reliance Shares pursuant to the exercise of the relevant Reliance Options is 105,069. • The total number of valid acceptances includes acceptances in respect of a total of 738,421 Reliance Shares allocated pursuant to the exercise of the Reliance Options. Acceptance of the Offer • The Board of Reliance Executive announces that the Offer, which remains subject to the terms set out in the Offer Document, has been extended and will remain open for acceptance until further notice and at least 14 days' notice will be given by announcement before the Offer is closed. • Independent Reliance Shareholders who wish to accept the Offer and who have not already done so should: (i) in respect of certificated Reliance Shares, complete, sign and return the Form of Acceptance in accordance with the instructions set out in the Offer Document and on the Form of Acceptance so as to be received as soon as possible; or (ii) in respect of uncertificated Reliance Shares, accept electronically through CREST in accordance with the instructions set out in the Offer Document, so that the TTE Instruction settles as soon as possible. • Additional copies of the Offer Document and the Form of Acceptance are available from Computershare by telephoning 0870 707 1269 or, if calling from outside the UK, +44 870 707 1269. Settlement of consideration • The consideration due to accepting Independent Reliance Shareholders is expected to be dispatched either on or before 7 September 2007 in respect of valid acceptances received no later than 3.00 p.m. on 24 August 2007 or within 14 days of the date of receipt of further acceptances which are valid and complete in all respects. • This announcement should be read in conjunction with the Offer Document. Terms defined in the Offer Document have the same meaning in this announcement. The Offer Document will remain available for inspection during normal business hours at the offices of Osborne Clarke, One London Wall, London EC2Y 5EB while the Offer remains open for acceptance. Enquiries: Reliance Executive Tel: + 44 (0) 207 730 9901Brian KinghamNeil French Hawkpoint Tel: + 44 (0) 207 665 4500Paul BainesChris RobinsonJoseph Ayala Reliance Tel: + 44 (0) 1895 205 000Nigel Stapleton JPMorgan Cazenove Tel: + 44 (0) 207 588 2828Malcolm MoirJulian Cazalet Hawkpoint, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Reliance Executive andno one else in connection with the Offer and will not be responsible to anyoneother than Reliance Executive for providing the protections afforded to clientsof Hawkpoint nor for providing advice in relation to the Offer. JPMorgan Cazenove, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Reliance and no oneelse in connection with the Offer and will not be responsible to anyone otherthan Reliance for providing the protections afforded to clients of JPMorganCazenove nor for providing advice in relation to the Offer. This announcement does not constitute an offer or an invitation to purchase orsubscribe for any securities. The Offer is being made solely by means of theOffer Document, which contains the full terms and conditions of the Offer anddetails of how the Offer may be accepted, the Form of Acceptance (in respect ofcertificated Reliance Shares), and by a notice published in the London Gazettedated 3 August 2007. Unless otherwise determined by Reliance Executive and permitted by applicablelaw and regulation, the Offer is not being made, directly or indirectly, in orinto, or by the use of the mails or by any means or instrumentality (including,without limitation, telephonically or electronically) of interstate or foreigncommerce, or any facility of a national securities exchange, of a RestrictedJurisdiction and the Offer will not be capable of acceptance by any such use,means, instrumentality or facility or from within a Restricted Jurisdiction.Accordingly, copies of this announcement are not being, and must not be,directly or indirectly, mailed or otherwise forwarded, distributed or sent in orinto or from a Restricted Jurisdiction and persons receiving this announcement(including, without limitation, custodians, nominees and trustees) must not mailor otherwise forward, distribute or send it in or into or from a RestrictedJurisdiction. Doing so may render invalid any purported acceptance of the Offer.The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdictions. Persons whoare not resident in the United Kingdom should inform themselves about, and,observe any applicable requirements. If you are in any doubt about the Offer and/or any action you should take, youare recommended to seek your own personal financial advice immediately from yourstockbroker, bank manager, solicitor, accountant or independent financialadviser authorised under the Financial Services and Market Act 2000 (as amended)if you are resident in the United Kingdom or, if not, from another appropriatelyauthorised independent financial adviser in your own jurisdiction. This information is provided by RNS The company news service from the London Stock Exchange