Offer Update

 

TIDMCPL 
 
RNS Number : 3786S 
Bronsstadet AB 
08 September 2010 
 

Not for release, publication or distribution, in whole or in part, in or into or 
from the United States, Canada, Australia, Japan or the Republic of South Africa 
or any other jurisdiction where it would be unlawful to do so. 
 
8 September 2010 
 
                       Mandatory Unconditional Cash Offer 
 
                                      by 
 
                             Bronsstadet AB ("BAB") 
 
                                      for 
 
                        Chapelthorpe plc ("Chapelthorpe") 
 
Announcement of Acceptance Levels and Requisition of General Meeting to Cancel 
Admission to AIM 
On 18 August 2010, BAB made a mandatory unconditional cash offer for the entire 
issued share capital of Chapelthorpe not already owned by BAB and the BAB Group. 
In accordance with the terms of the Code, the offer was unconditional and was 
not, therefore, subject to a minimum level of acceptances being received by BAB. 
The Offer has now closed and is therefore no longer open for acceptances. 
 
Acceptance levels 
 
The board of directors of BAB announces that as at 1.00 p.m. on 8 September 
2010, valid acceptances had been received in respect of a total of 5,623,546 
Chapelthorpe Shares, representing approximately 27.56 per cent. of the existing 
issued Chapelthorpe Shares and 60.75 per cent. of the Chapelthorpe Shares to 
which the Offer relates. 
 
Prior to the announcement of the Offer, BAB already owned 9,132,996 Chapelthorpe 
Shares, representing approximately 44.76 per cent. of the existing issued 
Chapelthorpe Shares, and persons acting in concert with it (namely The Union 
Discount Company of London Ltd) held a further 2,014,920 Chapelthorpe Shares 
representing approximately 9.88 per cent. of the existing issued Chapelthorpe 
Shares. The combined holdings of BAB and persons acting in concert with it 
accordingly amounted, in aggregate, to 11,147,916 Chapelthorpe Shares or 
approximately 54.64 per cent. of Chapelthorpe's current issued ordinary share 
capital. 
 
The total number of Chapelthorpe Shares now held by BAB and persons acting in 
concert with it, together with those in respect of which valid acceptances of 
the Offer have been received, is therefore 16,771,462 Chapelthorpe Shares, 
representing approximately 82.19 per cent. of Chapelthorpe's entire issued share 
capital. 
 
Save as disclosed herein, no Chapelthorpe Shares have been acquired or agreed to 
be acquired by or on behalf of BAB or any person acting in concert with BAB 
during the Offer Period and neither BAB nor any person acting in concert with 
BAB has the benefit of any irrevocable commitment or letter of intent in respect 
of any Chapelthorpe Shares or has any interest in any Chapelthorpe Shares, or 
any short position (whether conditional or absolute and whether in the money or 
otherwise and including any short position under a derivative), any agreement to 
sell, any delivery obligation, any right to require another person to purchase 
or take delivery in respect of any Chapelthorpe Shares, any right to subscribe 
for any Chapelthorpe Shares or any stock borrowing or lending arrangement in 
respect of any Chapelthorpe Shares. 
 
Settlement of consideration due in respect of the Offer will be effected on or 
before 22 September 2010. 
 
Requisition of General Meeting to Cancel Admission to AIM 
 
BAB has requisitioned a general meeting of Chapelthorpe proposing a resolution 
that the admission of the Chapelthorpe Shares to AIM be cancelled by notice to 
the London Stock Exchange in accordance with Rule 41 of the AIM Rules for 
Companies. At least 20 Business Days' notice of the cancellation will be given. 
Once the Chapelthorpe Shares are no longer admitted to AIM, BAB will also seek 
to procure the re-registration of Chapelthorpe as a private limited company 
under the relevant provisions of the Companies Act 2006. 
 
Terms defined in the announcement of the Offer bear the same meanings where used 
in this announcement. 
 
In accordance with Rule 19.11 of the City Code, a copy of this announcement, the 
Offer Document and the Form of Acceptance will be available free of charge, 
subject to certain restrictions relating to persons resident in Restricted 
Jurisdictions, for inspection on the following website: 
www.westhousesecurities.com. 
 
Enquiries: 
 
+------------------------------+------------------------------+ 
| Westhouse Securities Limited (financial adviser to          | 
| Bronsstadet AB)                                             | 
+-------------------------------------------------------------+ 
| Tim Metcalfe / Petre Norton  | [phone]          | 
+------------------------------+------------------------------+ 
|                              |                              | 
+------------------------------+------------------------------+ 
 
 
This announcement is not intended to and does not constitute or form any part of 
an offer to sell or an invitation to purchase or the solicitation of an offer to 
subscribe for any securities or the solicitation of any vote or approval in any 
jurisdiction pursuant to the Offer or otherwise. 
 
Westhouse Securities Limited ("Westhouse"), which is authorised and regulated by 
the Financial Services Authority in the United Kingdom, is acting as financial 
adviser exclusively to Bronsstadet AB ("BAB") and to no one else in connection 
with the Offer and accordingly will not be responsible to anyone other than BAB 
for providing the protections afforded to clients of Westhouse nor for giving 
advice in relation to the Offer. 
 
Brewin Dolphin Limited ("Brewin Dolphin"), which is authorised and regulated by 
the Financial Services Authority in the United Kingdom, is acting exclusively 
for Chapelthorpe plc ("Chapelthorpe") and for no-one else in connection with the 
Offer and is not advising any other person and accordingly will not be 
responsible to anyone other than Chapelthorpe for providing the protections 
afforded to clients of Brewin Dolphin nor for giving advice in relation to the 
Offer. 
 
This announcement has been prepared for the purpose of complying with English 
law and the Code and the information disclosed may not be the same as that which 
would have been disclosed if this announcement had been prepared in accordance 
with the laws of jurisdictions outside England, including those of the United 
States. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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