Tender Offer

20 Dec 2005 09:00

Reliance Security Group PLC20 December 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR THE REPUBLIC OF IRELAND 20 December 2005 Reliance Security Group plc Definitions used in the Circular to Shareholders dated 1 December 2005 apply tothis announcement. Results of Tender Offer The terms of the Tender Offer made by JPMorgan Cazenove to all QualifyingShareholders, that is to say all Shareholders (with the exception of certainOverseas Shareholders) on the Register at 5.00pm on 16 December 2005, entitledQualifying Shareholders to tender shares to JPMorgan Cazenove at 550 pence pershare on the basis of One Ordinary Share for every 13 Ordinary Shares heldrounded down to the nearest whole number of Shares (the Basic Entitlement). Qualifying Shareholders were not obliged to sell any of their Shares under theTender Offer if they did not wish to do so. Qualifying Shareholders were also allowed to tender more than their BasicEntitlement under the Tender Offer should they wish to do so (an ExcessApplication). However, Excess Applications were only to be met to the extentthat other Qualifying Shareholders did not tender all of their BasicEntitlement. If an Excess Application could not be met in full, it was to bereduced pro rata to the holdings of such Qualifying Shareholders, so far asreasonably practicable. In total, 2,804,328 Shares were tendered under the Tender Offer. Of these,1,792,737 were satisfied : 1,534,912 under Shareholders Basic Entitlements and257,825 under the Excess Applications. It is expected that Tender Offer proceeds will be despatched to Shareholders on21 December 2005. Where appropriate, balance share certificates are alsoexpected to be despatched to Shareholders on 21 December 2005. Treasury shares Following the completion of the Tender Offer, the Company will today transferinto treasury 400,000 of those Shares which it is buying from JPMorgan Cazenovepursuant to the Repurchase Agreement. There are no other Shares currently heldin treasury and, following the completion of the Tender Offer, the Company willhave a total of 21,512,855 Shares in issue, excluding treasury shares. Directors' dealings Pursuant to the Tender Offer, two directors of the Company, Brian Kingham andMark Radcliffe, have tendered 1,259,045 Shares and 230 Shares respectively atthe Tender Price (550 pence per Share), comprising the whole of their respectiveBasic Entitlement. These tenders have been accepted in full and so, followingthe completion of the Tender Offer, Brian Kingham will hold 15,108,564 Sharesand Mark Radcliffe will hold 2,770 Shares. These holdings will respectivelyrepresent 70.23% and 0.01% of the Company's issued share capital, excludingtreasury shares. Enquiries RelianceBrian Kingham (Chairman) 020 7730 9716Neil French (Group Finance Director) 01895 205 002 JPMorgan CazenoveMalcolm Moir 020 7588 2828Bronson Albery 020 7588 2828 JPMorgan Cazenove Limited, which is regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Reliance and for no oneelse in connection with the Tender Offer and will not be responsible to anyperson other than Reliance for providing the protections afforded to itscustomers or for giving advice in relation to the Tender Offer or the matterscontemplated by this announcement. This information is provided by RNS The company news service from the London Stock Exchange