Statement re Possible Offer

18 Jul 2006 07:01

Newcourt Group plc18 July 2006 NEWCOURT GROUP PLC ("Newcourt") Recommended Offer for Ely Property Group plc ("Ely"). Placing of 7.5m new Newcourt shares 18 July 2006 Subject to the receipt of certain irrevocable undertakings to accept the offer,the board of Newcourt announces that it intends to announce an offer (the "Offer") to be recommended by the board of Ely for the entire issued and to be issued ordinary share capital of Ely. The Offer would represent a premium to that price obtainable currently in themarket and would value each Ely share at 5.632 pence and the entire issued andto be issued share capital of Ely at approximately £15.2 million. The Offer would consist of a cash offer (the "Cash Offer") and a nontransferable preference share alternative under which Ely shareholders would beable to elect to receive a fixed combination of Newcourt non transferableconvertible preference shares and cash in lieu of the cash to which they wouldotherwise be entitled under the terms of the Cash Offer. It is expected that a further announcement in relation to the receipt of certainirrevocable undertakings to accept the Offer will be made shortly. In addition, Newcourt announces the conditional placing of 7,520,264 newOrdinary Shares of nominal value €0.25 ("New Ordinary Shares") in the capital ofthe Company at €1.21 per share, equating to approximately 10% of the existingissued share capital of the Company and raising in aggregate approximately €9.1million before expenses (the "Placing"). The New Ordinary Shares will, whenissued and fully paid, rank pari passu in all respects with the existing issuedordinary shares. The Placing is conditional on the making of an announcement ofa firm intention to make an offer for Ely within the meaning of Rule 2.5 of theIrish Takeover Rules and the New Ordinary Shares being admitted to trading onthe AIM Market of the London Stock Exchange ("AIM") and on the Irish EnterpriseExchange of the Irish Stock Exchange ("IEX"). Application will be made to the London Stock Exchange and to the Irish StockExchange for the New Ordinary Shares to be admitted to trading on AIM and IEX.Dealing is expected to commence in these shares on 20 July 2006. Ends The Directors of Newcourt accept responsibility for the information contained inthis announcement. To the best of the knowledge and belief of the Directors ofNewcourt (who have taken all reasonable care to ensure such is the case) theinformation contained in this announcement is in accordance with the facts anddoes not omit anything likely to affect the import of such information. Any person who is the holder of 1 per cent or more of any class of shares in theCompany may be required to make disclosures pursuant to Rule 8.3 of the IrishTakeover Panel Act 1997, Takeover Rules 2001 to 2006. This information is provided by RNS The company news service from the London Stock Exchange