Solution 6 (Europe) Limited
22 May 2002
Not for release, publication or distribution in or into the United States,
Canada, the Republic of Ireland, South Africa or Japan. This announcement is
being released in Australia solely for the purpose of allowing Solution 6 to
comply with its obligations under the listing rules of the Australian Stock
FOR IMMEDIATE RELEASE
23 May 2002
DELISTING OF SHARES AND WARRANTS
& COMPULSORY ACQUISITION OF SHARES
On 8 May 2002, Solution 6 (Europe) Limited announced that the recommended offers
for Keystone Shares and Keystone Warrants had been declared unconditional in all
respects and that it had extended the Closing Date of the Offers until 3.00 p.m.
on 22 May 2002.
At 3.00 p.m. on 22 May 2002, valid acceptances had been received in respect of a
• 106,693,943 Keystone Shares, representing approximately 93.27 per cent. of
the issued share capital of Keystone; and
• 6,731,639 Keystone Warrants, representing approximately 87.43 per cent. of
the existing Keystone Warrants.
Solution 6 (Europe) Limited wishes to announce that applications have been made
for cancellation of the trading in Keystone Shares and Keystone Warrants on the
London Stock Exchange and of the listing of Keystone Shares and Keystone
Warrants on the Official List of the UK Listing Authority. It is anticipated
that cancellation of the trading in Keystone Shares and of the listing of
Keystone Shares will take place on 18 June 2002. It is anticipated that
cancellation of the trading in Keystone Warrants and of the listing of Keystone
Warrants will take place on 24 June 2002.
Solution 6 (Europe) Limited has also sought to exercise the rights available to
it under Sections 428 to 430 of the Companies Act 1985 to acquire compulsorily
all the Keystone Shares in respect of which it has not received a valid
acceptance. Notices prepared in accordance with Section 429(4) of the Act have
been posted to non-assenting Keystone Shareholders.
The Offers will remain open for acceptance until further notice. Keystone
Shareholders and Keystone Warrantholders who have not yet accepted the Share
Offer or the Warrant Offer and who wish to do so should complete and return
their Forms of Acceptance as soon as possible.
Terms used in this announcement have the same meanings as defined in the Offer
Document issued by Andersen Corporate Finance on behalf of Solution 6 (Europe)
on 3 April 2002 in connection with the Offers, unless the context otherwise
Solution 6 (Europe) Limited / Solution 6 Holdings Limited
Neil Gamble 00 61 2 9278 0666
Andersen Corporate Finance
Leonie Grimes 020 7438 3000
The Offers are not being made, directly or indirectly, in or into, or by use of
the mails, or by any means or instrumentality (including, without limitation,
facsimile transmission, telex and telephone) of interstate or foreign commerce
of, or of any facility of a national securities exchange of, the United States,
Canada, the Republic of Ireland, South Africa, Australia or Japan.
Andersen Corporate Finance, which is regulated by the Financial Services
Authority, is acting only for Solution 6 and Solution 6 (Europe) and no-one else
in connection with the Offers and will not regard any other person as its client
or be responsible to any person other than Solution 6 and Solution 6 (Europe)
for providing the protections afforded to clients of Andersen Corporate Finance
or for giving advice to any such person in relation to the Offers, this
announcement or any other matter referred to herein.
This announcement does not constitute an offer or an invitation to purchase any
securities. Andersen Corporate Finance of 180 Strand, London WC2R 1BL, which is
regulated by the Financial Services Authority, has approved this announcement as
a financial promotion solely for the purpose of section 21 of the Financial
Services and Markets Act 2000.
This information is provided by RNS
The company news service from the London Stock Exchange