Offer Update

17 Jul 2006 07:01

Redstone PLC17 July 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN Redstone plc ("Redstone") Recommended Cash Offer for Symphony Telecom Holdings plc Announcement of Level of Acceptances Evolution Securities Limited ("Evolution") announces that as at 3.00 p.m. on 14July 2006, being the first closing date of the Offer being made by Evolution onbehalf of Redstone for the entire issued and to be issued share capital ofSymphony Telecom Holdings plc ("Symphony") as set out in the Offer Documentdated 23 June 2006, valid acceptances of the Offer had been received in respectof a total of 30,570,674 Symphony Shares representing, in aggregate,approximately 98.30 per cent. of Symphony's total issued share capital. Prior to the announcement of the Offer on 22 June 2006 Redstone had receivedirrevocable undertakings to accept the Offer from the Symphony Directors andEckoh in respect of 20,221,960 Symphony Shares held by them, representingapproximately 65.0 per cent. of Symphony's total issued share capital. Validacceptances have been received in respect of all the Symphony Shares subject tothe irrevocable undertakings. Accordingly the directors of Redstone announce that the Offer has been declaredunconditional as to acceptances. The Offer remains conditional on the passing ofthe Resolutions at the EGM to be held on Monday 17 July 2006 and the NewRedstone Shares being admitted to trading on AIM. Application has been made forthe New Redstone Shares to be admitted to trading on AIM and it is expected thatthis will occur on 18 July 2006, subject to the Resolutions being passed at theEGM. The Offer remains open until 3.00 p.m. on 28 July 2006. For Symphony Shares in certificated form, Forms of Acceptance not yet returnedshould be completed, signed and returned in accordance with the instructions setout in the Offer Document and on the Form of Acceptance so as to be received assoon as possible and in any event by no later than 3.00 p.m. on 28 July 2006.For Symphony Shares held in uncertificated form, an Electronic Acceptance shouldbe made in accordance with the instructions in the Offer document so thatsettlement takes place no later than 3.00 p.m. on 28 July 2006. Save as disclosed above, no Symphony Shares have been acquired or agreed to beacquired by or on behalf of Redstone or any person acting in concert withRedstone during the Offer Period and neither Redstone nor any person acting inconcert with Redstone has the benefit of any irrevocable commitment or letter ofintent in respect of any Symphony Shares or has any interest in any SymphonyShares, or any short position (whether conditional or absolute and whether inthe money or otherwise and including any short position under a derivative), anyagreement to sell, any delivery obligation, any right to require another personto purchase or take delivery in respect of any Symphony Shares, any right tosubscribe for any Symphony Shares or any stock borrowing or lending arrangementin respect of any Symphony Shares. The Offer remains subject to the terms and conditions set out in the OfferDocument. Unless the context otherwise requires, words and expressions defined in theOffer Document shall, unless the context otherwise requires, have the samemeanings when used in this announcement. The Redstone Directors accept responsibility for all the other informationcontained in this announcement. To the best of the knowledge and belief of theRedstone Directors and the Symphony Directors (who have taken all reasonablecare to ensure that such is the case) the information contained in thisannouncement for which they are respectively responsible is in accordance withthe facts and does not omit anything likely to affect the import of suchinformation. This announcement has been issued by Evolution Securities Limited. EvolutionSecurities Limited which is regulated in the UK by the Financial ServicesAuthority, is acting exclusively for Redstone in connection with the Offer andno one else and will not be responsible to anyone other than Redstone forproviding the protections afforded to clients of Evolution Securities Limitednor for providing advice in relation to the Offer. This announcement does not constitute an offer to sell, or an invitation topurchase, subscribe for or exchange any securities, or a solicitation of anoffer to subscribe for or buy any security, nor is it a solicitation of any voteor approval in any jurisdiction, nor shall there be any sale, issuance ortransfer of the securities referred to in this announcement in any jurisdictionin contravention of applicable law. The Offer is made solely by means of theOffer Document, the advertisement published in the London edition of theFinancial Times on 26 June 2006 and the Form of Acceptance (in respect ofcertificated Symphony Shares), which contain the full terms and conditions ofthe Offer, including details of how the Offer may be accepted and any suchpurchase, subscription or exchange should be made solely on the basis ofinformation contained in such documents. The Offer will not be made, directly or indirectly, in or into, or by the use ofmails or any means or instrumentality (including, without limitation,telephonically or electronically) of interstate or foreign commerce of, or anyfacility of a national securities exchange of, the United States, Canada,Australia or Japan and the Offer will not be capable of acceptance by any suchuse, means, instrumentality or facilities from or within the United States,Canada, Australia or Japan. Accordingly, copies of this announcement and anyrelated documents are not being, and must not be, directly or indirectly, mailedor otherwise forwarded, distributed or sent in or into or from the UnitedStates, Canada, Australia or Japan and persons receiving this announcement andany related document (including custodians, nominees and trustees) must not mailor otherwise forward, distribute or send it in, into or from the United States,Canada, Australia or Japan or such other jurisdiction where to do so wouldconstitute a violation of the relevant laws of such jurisdiction. Doing so mayrender invalid any purposed 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 andobserve any applicable requirements. 17 July 2006 This information is provided by RNS The company news service from the London Stock Exchange