Offer Update

15 Aug 2005 07:01

Torex Retail PLC15 August 2005 Torex Retail Plc15 August 2005 FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN TOREX RETAIL PLC ___________________________________________________________________________ RECOMMENDED OFFER FOR ANKER PLC Offer Unconditional as to Acceptances As at 3.00 p.m. on 12 August 2005, valid acceptances had been received inrespect of 40,810,140 Anker Shares (representing approximately 98.14 per cent ofAnker's issued share capital). Accordingly, the Board of Torex Retail Plc("Torex Retail") announces that the offer (the "Offer") made by UBS InvestmentBank on behalf of Torex Retail for Anker Plc ("Anker") has been declaredunconditional as to acceptances. Prior to the posting of the Offer Document, Torex Retail had receivedirrevocable undertakings or letters of intent from the Anker Directors andcertain other Anker Shareholders to accept or procure the acceptance of theOffer in respect of, in aggregate, 31,347,988 Anker Shares, representingapproximately 75.4 per cent. of the existing issued ordinary share capital ofAnker. Included in the valid acceptances of the Offer set out above areacceptances in respect of 31,347,988 Anker Shares, representing approximately75.4 per cent. of the existing issued ordinary share capital of Anker, receivedpursuant to such irrevocable undertakings and letter of intent. The Offer remains conditional upon the admission to trading on AIM of the NewTorex Retail Shares issued as consideration under the Offer becoming effective. Therefore, following the allocations made pursuant to the Mix and Matchfacility, application has been made for the admission of 55,297,740 New TorexRetail Shares to trading on AIM and it is expected that these New Torex RetailShares will be admitted to trading on AIM and that dealings in those shares willcommence on 18 August 2005, when it is also expected that the Offer will becomewholly unconditional. The board of Torex Retail announces that the Mix and Match Facility has now beenclosed with effect from 3.00 p.m. on 12 August 2005. Those Anker Shareholdersthat elected to receive additional cash under the Mix and Match Facility willreceive in total 94.2 pence in cash and 1.193 New Torex Retail Shares for everyAnker share held. Elections to receive additional New Torex Retail Shares underthe Mix and Match Facility will be received in full. The Offer will remain open for acceptance until further notice, although the Mixand Match Facility is no longer available. For Anker Shares held in certificated form, Forms of Acceptance should becompleted, signed and returned in accordance with instructions set out in theOffer Document and in the Form of Acceptance, so as to be received as soon aspossible. For Anker Shares held in uncertificated form, an ElectronicAcceptance should be made in accordance with instructions set out in the OfferDocument so that the TTE Instruction settles as soon as possible. Save as disclosed in this announcement, neither Torex Retail nor any personsdeemed to be acting in concert with it for the purposes of the Offer owned anyAnker Shares (or rights over such shares) on 29 June 2005 (being the lastdealing day prior to the commencement of the Offer period) nor has Torex Retailnor any person deemed to be acting in concert with it for the purposes of theOffer acquired or agreed to acquire any Anker Shares (or rights over suchshares) during the Offer period other than by way of acceptances of the Offer. The Offer will remain open until further notice. At least 14 days' notice willbe given before the Offer is closed. Terms defined in the formal offer document dated 22 July 2005 (the "OfferDocument") shall, unless the context requires otherwise, have the same meaningsin this announcement. EnquiriesTorex Retail Telephone: 01993 230 030Richard Thompson / Nigel Horn UBS Investment Bank Telephone: 020 7567 8000Ben Robertson/Jackie Lee This announcement is issued by UBS Investment Bank which is authorised andregulated in the United Kingdom by the Financial Services Authority. UBSInvestment Bank is acting exclusively for Torex Retail and is acting for no oneelse in connection with the Offer and will not be responsible to anyone otherthan Torex Retail for providing the protections afforded to customers of UBSInvestment Bank nor for providing advice in relation to the Offer. This information is provided by RNS The company news service from the London Stock Exchange