Offer Update

    RNS Number : 2183V
  Religare Capital Mrkts Int (UK) Ltd
  23 May 2008
   

    For Immediate Release 

    23 May 2008


    Not for release, publication or distribution, in whole or in part, in or into or from the United States, Canada, Australia or Japan or
any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction


    Recommended Cash Offer by Religare Capital Markets International (UK) Limited for Hichens, Harrison & Co Plc

    Offer declared wholly unconditional

    Introduction

    Further to the offer made on 2 May 2008 by Religare Capital Markets International (UK) Limited ("RCMI(UK)") by means of an offer
document (the "Offer Document") to acquire the entire issued and to be issued share capital of Hichens, Harrison & Co Plc ("Hichens") (the
"Offer"), RCMI(UK) is pleased to declare the Offer unconditional in all respects.

    Level of Acceptances

    As at 1.00 p.m. (London time) on 23 May 2008, valid acceptances of the Offer had been received in respect of a total of 17,006,441
Hichens Shares, representing approximately 97.76 per cent. of the existing issued share capital of Hichens ("Valid Acceptances").

    The Board of RCMI(UK) is therefore pleased to announce that the 90 per cent. acceptance condition in respect of the Offer has been
satisfied. All of the remaining conditions of the Offer have therefore now been satisfied and/or waived. 

    Prior to the announcement of the Offer, Religare Capital Markets Limited ("RCML"), on behalf of RCMI(UK), had received irrevocable
undertakings to accept the Offer in respect of a total of 10,068,718 Hichens Shares, representing, in aggregate, approximately 57.88 per
cent. of Hichens existing issued share capital. As at 1.00 p.m. (London time) on 23 May 2008, Valid Acceptances (all of which are included
in the total of Valid Acceptances referred to above) had been received in respect of all the Hichens Shares subject to the irrevocable
undertakings. Full details of these irrevocable undertakings are set out in the Offer Document.  

    Save as set out in this announcement, neither RCMI(UK) nor, so far as RCMI(UK) is aware, any person acting in concert (within the
meaning of the City Code) with RCMI(UK) has any interest in or right to subscribe for any Hichens Shares or in any securities convertible or
exchangeable into Hichens Shares ("Relevant Hichens Securities") or has any short position in relation to Relevant Hichens Securities
(whether conditional or absolute and whether in the 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, or has any arrangement in relation to
Hichens Shares, or has borrowed or lent any Relevant Hichens Securities (save for borrowed Hichens Shares which have been either on-lent or
sold). An "arrangement" includes indemnity or option arrangements, and any agreement or understanding, formal or informal, of whatever
nature, relating to Relevant Hichens Securities which may be an inducement to deal or refrain from dealing. An "interest" includes any long economic exposure, whether absolute or conditional, to changes in
the price of securities and a person is treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of
any option in respect of, or derivative referenced to, securities.

    Offer Open for Acceptance

    The Offer, which remains subject to the terms and conditions set out in the Offer Document, and, in respect of Hichens Shares held in
certificated form, in the Form of Acceptance, will remain open for acceptance until further notice.

    Hichens Shareholders who wish to accept the Offer, but have not yet done so, are strongly encouraged (in the case of Hichens Shares
which are not held in CREST) to complete and return a Form of Acceptance, or in the case of Hichens Shares held in uncertificated form (that
is, in CREST), to take the action set out in paragraph 14 of the letter from RCMI(UK) in Part II of the Offer Document, in each case as soon
as possible. Copies of the Offer Document and the Form of Acceptance can be obtained by contacting Capita Registrars on 0871 664 0321 or, if
calling from outside the UK, on [phone].

    Settlement of Consideration

    Settlement of the consideration due under the Offer will be despatched (or, in respect of Hichens Shares held in uncertificated form,
credited through CREST) by 6 June 2008 in respect of Hichens Shares for which acceptances of the Offer, valid in all respects, have been
received (or, in respect of Hichens Shares held in uncertificated form, for which Electronic Acceptances have been validly made) on or
before the date of this announcement. 

    Settlement of consideration in respect of valid acceptances received or made after the date of this announcement but while the Offer
remains open for acceptance will be despatched (or, in respect of Hichens Shares held in uncertificated form, credited through CREST) within
14 days of such acceptances being received or made. 

    Cancellation of trading on AIM

    As RCMI(UK) has attained in excess of 90 per cent. of the voting rights attaching to Hichens Shares, RCMI(UK) is taking steps to procure
the application by Hichens for the cancellation of the admission of Hichens Shares to the AIM Market in accordance with Rule 41 of the AIM
Rules. It is anticipated that cancellation of admission to trading will take effect from 7.00 a.m. on  24 June 2008, being 20 business days
following the date of announcement. The cancellation of the admission of Hichens Shares to the AIM Market would significantly reduce the
liquidity and marketability of any Hichens Shares that are not acquired by RCMI(UK). It is RCMI(UK)'s intention that, after such
cancellation, Hichens will be re-registered as a private company under the relevant provisions of the Companies Act 1985 or the Companies
Act 2006, as appropriate.

    Compulsory Acquisition

    RCMI(UK) intends to exercise its rights pursuant to the provisions of sections 974 to 991 (inclusive) of the Companies Act 2006 to
acquire compulsorily all remaining Hichens Shares to which the Offer relates in respect of which it has not received valid acceptances or
which it has not otherwise acquired, on the same terms as the Offer.

    Other

    The definitions set out in the Offer Document dated 2 May 2008 apply to this announcement unless otherwise indicated.  


    Enquiries:

 PricewaterhouseCoopers LLP                Telephone: [phone]

 (Financial adviser to RCMI(UK) and RCML)
 Simon Boadle
 Andrew Perkin

 Ruegg & Co Limited                        Telephone: [phone]

 (Financial adviser to Hichens)
 Brett Miller
 Roxane Marffy



    The Directors of RCMI(UK) and Religare Enterprises Limited ("REL") accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the Directors of RCMI(UK) and REL (who have taken all reasonable care to ensure
that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to
affect the import of such information.  

    PricewaterhouseCoopers LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for RCMI(UK) and RCML and no one else in connection with the Offer and will not be responsible to anyone other than RCMI(UK) and
RCML for providing the protections afforded to clients of PricewaterhouseCoopers LLP nor for providing advice in relation to the Offer or
any other matters referred to in this announcement. 

    Ruegg & Co Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively
for Hichens and no one else in connection with the Offer and will not be responsible to anyone other than Hichens for providing the
protections afforded to clients of Ruegg & Co Limited nor for providing advice in relation to the Offer or any other matters referred to in
this announcement. 
    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
subscribe for any securities or the solicitation of an offer to buy or subscribe for any securities pursuant to the Offer or otherwise. The
Offer has been made solely on the basis of the Offer Document and, in the case of Hichens Shares held in certificated form, the Form of
Acceptance, which contain the full terms and conditions of the Offer (including details on how to accept the Offer). The Offer Document has
been posted to those persons able to receive it. Those persons receiving, or who have received, the Offer Document are strongly advised to
read it in full. Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document
or any other document by which the Offer is made. 

    This announcement has been prepared for the purpose of complying with English law and the City 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. The Offer is subject to the applicable rules and regulations of the London Stock Exchange and the City Code. 

    Unless otherwise determined by RCMI(UK) or required by the City Code and permitted by applicable law and regulation, the Offer is not
being made and will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including,
without limitation, by means of telephone, facsimile, telex, 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, the United States, Canada, Australia, Japan or any
other jurisdiction where to do so would violate the laws of that jurisdiction (a "Restricted Jurisdiction"), nor is the Offer capable of
acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, copies of this
announcement, the Offer Document, the Form of Acceptance and any other documents relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise howsoever forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including without limitation
custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise howsoever forward, distribute or send
such documents in, into or from any Restricted Jurisdictions as doing so may invalidate any related purported acceptance of the Offer. 

    The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant
jurisdiction in which they are located. Persons who are not resident in the United Kingdom should inform themselves about, and observe,
applicable legal and/or regulatory requirements in their jurisdiction. Further details in relation to Overseas Shareholders are contained in
the Offer Document.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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