Offer Update

 

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RNS Number : 7141W 
Astaire Group Plc 
03 August 2009 
 
Not for release, publication or distribution in whole or in part into ANY 
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF 
SUCH JURISDICTION 
3 August 2009 
Offer by 
Astaire Securities PLC 
on behalf of 
Astaire Group PLC 
to acquire 
Dowgate Capital PLC 
 
 
Astaire holds or has received acceptances for 88.07% of total voting rights: 
Offer remains open for acceptance 
 
 
On 22 June 2009, Astaire Securities PLC on behalf of Astaire Group PLC 
("Astaire") announced an offer to acquire the entire issued, and to be issued, 
share capital of Dowgate Capital PLC ("Dowgate") which Astaire did not already 
own (the "Offer"). 
 
On 20 July 2009 the Offer was declared unconditional in all respects and the 
Offer remains open for acceptance until further notice. 
 
 
Acceptance Levels 
 
 
As at 1.00 p.m. (London time) on 31 July 2009 Astaire had received valid 
acceptances in respect of 30,459,354 Dowgate Shares representing 77.14 per cent. 
of the total voting rights of Dowgate. This total includes acceptances received 
in respect of 6,667,281 Dowgate Shares (representing approximately 16.9 per 
cent. of the total voting rights of Dowgate) which are subject to irrevocable 
undertakings. Of the acceptances, 14,215,524 Dowgate Shares accepted the Basic 
Offer and 16,243,830 Dowgate Shares accepted the Alternative Offer. 
 
Prior to the Offer, Astaire held 4,316,794 Dowgate Shares, representing 
approximately 10.93 per cent. of the total voting rights of Dowgate. 
Accordingly, as at 1.00 p.m. (London time) on 31 July 2009, Astaire owned, or 
had received valid acceptances in respect of, 34,776,148 Dowgate Shares, 
representing approximately 88.07 per cent. of the total voting rights of 
Dowgate. 
 
 
Offer Remains Open for Acceptance 
 
 
The Offer, which remains subject to the terms and conditions set out or referred 
to in the Offer Document, has been extended and will remain open for acceptance 
until further notice. 
 
 
Cancellation of Admission to AIM and Compulsory Acquisition 
 
 
It was announced by Dowgate on 20 July 2009 that the Dowgate Shares will be 
cancelled from admission to trading on AIM at 7.00 a.m. on Tuesday 18 August 
2009. 
 
 
Cancellation of the admission to trading of Dowgate Shares on AIM will 
significantly reduce the liquidity and marketability of any Dowgate Shares not 
acquired by Astaire through the Offer and the value of any such Dowgate Shares 
may be affected as a consequence. In addition, certain protections afforded to 
shareholders in an AIM listed company will no longer be available. 
 
 
In addition, if sufficient acceptances are received under the Offer, Astaire 
intends to apply the provisions of sections 979 to 982 (inclusive) of the 2006 
Act to acquire compulsorily any remaining Dowgate Shares. 
 
 
Acceptance Procedure 
 
 
If you hold your Dowgate Shares in certificated form (that is, not in CREST), to 
accept the Offer you should complete, sign and return the Form of Acceptance 
(together with your share certificate(s) and any other documents of title) as 
soon as possible to Neville Registrars, Neville House, 18 Laurel Lane, 
Halesowen, B63 3DA. Additional Forms of Acceptance are available from Neville 
Registrars by telephoning 0121 585 1131. 
 
 
If you hold your Dowgate Shares in uncertificated form (that is, in CREST), to 
accept the Offer you should follow the procedure for Electronic Acceptance 
through CREST so that the TTE Instruction settles as soon as possible. If you 
are a CREST sponsored member, you should refer to your CREST sponsor before 
taking any action as only your CREST sponsor will be able to send the necessary 
TTE Instructions to Euroclear in relation to your Dowgate Shares. 
 
 
Further details of the acceptance procedure can be found in the Offer Document. 
Copies of the Offer Document and the Form of Acceptance are available on 
Astaires website, www.astairegroup.co.uk, and from the offices of Memery 
Crystal LLP, 44 Southampton Buildings, London, WC2A 1AP during normal business 
hours on any business day throughout the period during which the Offer remains 
open for acceptance. 
 
Issue of New Astaire Shares and Admission to trading on AIM 
 
 
A further 191,949 New Astaire Shares will be allotted to those Dowgate 
Shareholders that have accepted the Offer since 1.00 p.m. on 24 July 2009 
pursuant to the terms of the Offer. Further announcements will be made in 
respect of New Astaire Shares allotted pursuant to acceptances of the Offer 
received after 1.00 p.m. on 31 July 2009. 
 
 
Application has been made for the 191,949 New Astaire Shares to be admitted to 
trading on AIM and dealings are expected to commence on 7 August 2009. 
 
 
After the 191,949 New Astaire Shares have been allotted, Astaire will 
have 201,600,524 ordinary shares of 0.1p each in issue with ISIN GB0031729194. 
 
 
Interests in Relevant Securities 
 
 
Save as disclosed above, neither Astaire nor any of the directors of Astaire, 
nor, so far as the directors of Astaire are aware, any person acting in concert 
with Astaire for the purposes of the Offer has any interest in, right to 
subscribe for, or has borrowed or lent any Dowgate Shares or 
securities convertible or exchangeable into Dowgate Shares ("Dowgate 
Securities"), nor does any such person have any short position (whether 
conditional or absolute and whether in money or otherwise), including any short 
position under a derivative, any agreement to sell or any delivery obligation or 
right to require another person to purchase or take delivery in relation to the 
Dowgate Securities. 
 
 
Terms used in this announcement have the same meaning given to them in the Offer 
Document. 
 
 
A copy of this announcement is available on Astaire's website at 
www.astairegroup.co.uk. 
 
 
 
 
Enquiries: 
 
 
+------------------------------------+------------------------------------+ 
| Astaire Group PLC                  | Tel: [phone]                 | 
| Edward Vandyk                      | www.astairegroup.co.uk             | 
|                                    |                                    | 
+------------------------------------+------------------------------------+ 
| Astaire Securities PLC             | Tel: [phone]                 | 
| Shane Gallwey and Toby Gibbs       |                                    | 
|                                    |                                    | 
+------------------------------------+------------------------------------+ 
| Fairfax I.S. PLC                   | Tel: [phone]                 | 
| Jeremy Porter                      |                                    | 
|                                    |                                    | 
+------------------------------------+------------------------------------+ 
| Maitland                           | Tel: [phone]                 | 
| Neil Bennett and George Hudson     |                                    | 
|                                    |                                    | 
+------------------------------------+------------------------------------+ 
 
 
The Astaire Directors accept responsibility for the information contained in 
this announcement. To the best of the knowledge and belief of the Astaire 
Directors (who have taken all reasonable care to ensure that such is the case), 
the information contained in this Announcement for which they accept 
responsibility is in accordance with the facts and does not omit anything likely 
to affect the import of such information. 
 
 
The availability of the Offer to Dowgate Shareholders not resident in or 
citizens of the United Kingdom may be affected by the laws of the relevant 
jurisdictions in which they are citizens or in which they are resident. Such 
persons should inform themselves about and observe any applicable legal or 
regulatory requirements of any such relevant jurisdiction. 
 
In particular, the Offer is not being made, directly or indirectly, in, into or 
from or by the use of the mails of or any means or instrumentality (including, 
without limitation, by means of facsimile transmission, telex, telephone, 
internet or other forms of electronic communication) of interstate or foreign 
commerce of, or by any facility of a national, state or other securities 
exchange of, any Prohibited Jurisdiction, or in any other jurisdiction if to do 
so would constitute a violation of the relevant laws of such jurisdiction and 
the Offer, when made, will not be capable of acceptance by any such use, means, 
instrumentality or facility from or within any Prohibited Jurisdiction where to 
do so would constitute a breach of any relevant securities laws of that 
Prohibited Jurisdiction. Accordingly, copies of this announcement are not being, 
and must not be, mailed or otherwise distributed or sent in or into or from any 
Prohibited Jurisdiction or any such other jurisdiction. Doing so may render 
invalid any purported acceptance of the Offer. Astaire will retain the right to 
permit the Offer to be accepted and any sale of any securities pursuant to the 
Offer to be completed if, in its sole discretion, it is satisfied that the 
transaction in question can be undertaken in compliance with applicable law and 
regulation. 
 
 
Any persons who are subject to the laws of any jurisdiction other than the 
United Kingdom should inform themselves about, and observe any applicable legal 
or regulatory requirements. Further information in relation to overseas Dowgate 
Shareholders are set out in the Offer Document. 
 
 
This announcement is not intended to be and does not constitute, or form part 
of, an offer or an invitation to purchase or subscribe for any securities. The 
Offer will be made solely by way of the Offer Document, and, where appropriate, 
the related Form of Acceptance which together will contain the full terms and 
conditions of the Offer, including details of how the Offer may be accepted. 
 
 
Astaire Securities plc and Fairfax I.S. plc, which are authorised and regulated 
in the United Kingdom by the Financial Services Authority, are acting 
exclusively for Astaire Group plc and no-one else in connection with the Offer 
and will not be responsible to anyone other than Astaire Group plc for providing 
the protections afforded to their respective customers, nor for providing advice 
in relation to the Offer or any other matter referred to in this announcement. 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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