Put option exercise

18 Apr 2005 07:57

Ennstone PLC18 April 2005 Ennstone plc ("Ennstone" or the "Company") Put Option Exercise Ennstone announces that on Friday 15 April 2005 Arlington Group plc("Arlington") exercised a put option (the "Put Option") pursuant to a placingand open offer and put option agreement entered into between Ennstone, Arlingtonand Enneurope plc ("Enneurope") dated 8 September 2003 (the "Put OptionAgreement") as amended. The exercise of the Put Option requires Ennstone to acquire the 19,917,548Enneurope ordinary shares of 10 pence each ("Enneurope Shares") owned byArlington, representing approximately 71.18 per cent. of the issued sharecapital of Enneurope (the "Purchase"). The consideration payable by Ennstoneunder the terms of the Put Option Agreement is 9,395,070 ordinary shares of 25pence each in the capital of Ennstone ("Ennstone Shares"). Completion of thePurchase ("Completion") will take place on Friday 22 April 2005. The Board alsonotes the announcement today that Arlington have placed out their entire holdingof Ennstone Shares due under the Put Option Agreement. Ennstone currently owns 2,393,202 Enneurope Shares, representing approximately8.55 per cent. of the issued share capital of Enneurope. Following CompletionEnnstone will hold, in aggregate, 22,310,750 Enneurope Shares, representingapproximately 79.74 per cent. of the issued share capital of Enneurope.Following Completion and as a result of the Purchase, Ennstone will be requiredunder Rule 9.1 of the City Code on Takeovers and Mergers (the "City Code") tomake a mandatory offer in cash or accompanied by a cash alternative (the"Mandatory Offer") to acquire all the remaining Enneurope Shares not alreadyowned by Ennstone. The Mandatory Offer will be made by way of a securities exchange offer with afull cash alternative. The cash alternative will be at 19.46 pence per EnneuropeShare. The board of Ennstone intends to approach the board of Enneurope to seek arecommendation of the Mandatory Offer. A further announcement will be made in due course. Enquiries: EnnstoneVaughan McLeod/John Barlow 01332 694444 Altium CapitalPhil Adams/Paul Lines 0161 831 9133 College HillMark Garraway/Matthew Gregorowski 0207 457 2020 This information is provided by RNS The company news service from the London Stock Exchange