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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Teesland | LSE:TLD | London | Ordinary Share | GB0031695223 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 189.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:3768Q Scamp Holdings Limited 30 January 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO 30 January 2007 SCAMP Holdings Limited Offer update - Recommended Cash Offer for Teesland Plc unconditional as to acceptances and extension of the Offer 1. Level of acceptances On 22 December 2006, SCAMP made a recommended cash offer to acquire the entire issued and to be issued ordinary share capital of Teesland, not already owned or otherwise contracted to be acquired by SCAMP or its associates, for 159.25 pence per Teesland Share in cash. The board of SCAMP is pleased to announce that, as at 1.00 p.m. on 29 January 2007, valid acceptances of the Offer had been received in respect of a total of 82,301,002 Teesland Shares, representing approximately 65.51 per cent. of the issued share capital of Teesland. In addition, Scarborough Group Holdings plc (the parent company of SCAMP) already holds 8,221,992 Teesland Shares (representing approximately 6.54 per cent. of the issued share capital of Teesland). Accordingly, SCAMP and its associates now own or have received acceptances in respect of a total of approximately 72.05 per cent. of the issued share capital of Teesland. This equates to a total of approximately 96.09 per cent. of the issued share capital of Teesland excluding the interest held by Polygon Investment Partners LLP through contracts for difference. The board of SCAMP announces that it has waived the 90 per cent. acceptance condition in respect of the Offer as set out in paragraph 1 of Part A of Appendix I to the Offer Document dated 22 December 2006 containing the Offer (the "Offer Document") and is treating the acceptance condition as satisfied. The Offer is, therefore, unconditional as to acceptances. The Offer remains conditional, inter alia, upon approval from the FSA. 2. Irrevocable undertakings and letters of intent to accept the Offer; interests in Teesland Shares Irrevocable Undertakings and letters of intent As at 22 December 2007, being the date on which the Offer Document was posted, SCAMP had received irrevocable undertakings to accept, or procure the acceptance of the Offer in respect of, in aggregate, 49,040,917 Teesland Shares, representing approximately 39.0 per cent. of Teesland's issued share capital. In addition, SCAMP had received non-legally binding letters of intent to accept the Offer in respect of, in aggregate, 7,082,060 Teesland Shares, representing approximately 5.6 per cent. of Teesland's issued share capital. Valid acceptances have been received in respect of all such Teesland Shares. Concert parties Valid acceptances have been received in respect of 15,191,746 Teesland Shares as shown below from persons acting in concert with SCAMP: Name Number of Teesland Shares Percentage of issued share capital as at the date of this announcement (%) Kevin McCabe 2,275 0.00 Scott McCabe 46,755 0.04 Simon McCabe 46,755 0.04 Didier Tandy 221,311 0.18 Cesidio Di Ciacca 1,796,309 1.43 John Burnley 1,238,000 0.99 Stephen McBride 1,400,000 1.11 HBOS 10,440,341 8.31 Disclosure of interests Save for the irrevocable undertakings and letters of intent referred to above and to the information in the tables below, neither SCAMP nor any person acting in concert with SCAMP for the purposes of the Offer has the benefit of any irrevocable commitment or letter of intent in respect of any Teesland Shares or has any interest in any Teesland 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 Teesland Shares, any right to subscribe for any Teesland Shares or any stock borrowing or lending arrangement in respect of any Teesland Shares. Name Number of Teesland Shares Percentage of issued share capital as at the date of this announcement (%) Kevin McCabe(1) 2,275 0.00 Didier Tandy 221,311 0.18 Scott McCabe 46,755 0.04 Cesidio Di Ciacca 1,796,309 1.43 Scarborough Group Holdings plc(2) 8,651,886 6.89 Simon McCabe 46,755 0.04 John Burnley 1,238,000 0.99 Stephen McBride 1,400,000 1.11 Mickola Wilson 1,000,000 0.80 Marcus Shepherd 295,516 0.24 Paul Oliver 2,003,465 1.59 David Seddon 94,500 0.08 John Sims 3,673,316 2.92 Dr Stanley Quek 700,000 0.56 HBOS(3),(4) 10,440,341 8.31 GVi SAS 1,125,150 0.90 Michael Bruhn Erhverv A/S 2,000,000 1.59 Steven Tattersall 604,000 0.48 (1) Kevin McCabe is also interested in the 8,651,886 Teesland Shares held by Scarborough Group Holdings plc which are shown separately in the table above. (2) This includes the 113,783 Teesland Shares held by Scarborough Executive Pension Scheme and the 316,111 Teesland Shares held by The White House IIP Trust. (3) These Teesland Shares are held by Uberior Investments plc, a wholly-owned subsidiary of HBOS. (4) HBOS also, as at 24 January 2007, held an additional 8,085,767 Teesland Shares under non-discretionary management. The following options and awards over Teesland Shares had been granted to persons acting in concert with SCAMP under the Teesland Share Schemes and remain outstanding: Name Number of Teesland Shares Mickola Wilson 398,936 Paul Oliver 287,234 Marcus Shepherd 141,489 John Sims 191,489 David Seddon 159,574 (1) All granted under The Teesland Plc Long Term Incentive Plan. (2) The above numbers of Teesland Shares reflect awards on a fully vested basis. These awards are subject to scaling back on a pro rated basis to reflect any foreshortened performance period unless the Teesland remuneration committee, in its discretion, determines an award on a fully vested basis is in the interests of Teesland. 4. Extension of Offer - Offer open for acceptance until further notice The Offer will remain open for acceptance until further notice. Teesland Shareholders who wish to accept the Offer and who have not done so, and who hold Teesland Shares in certificated form are urged to complete, sign and return the Form of Acceptance as soon as possible and, in any event, so as to be received by post or by hand by Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH. Teesland Shareholders who hold Teesland Shares in uncertificated form (that is, in CREST) who wish to accept the Offer are urged to accept the Offer by TTE instructions as soon as possible and, in any event, so as to be settled. Capitalised terms used, but not defined, in this announcement have the same meaning as given to them in the Offer Document, unless otherwise indicated. Enquiries: SCAMP Tel: +44 (0)20 7318 2838 Kevin McCabe UBS (Financial Adviser and broker to SCAMP) Tel: +44 (0)20 7567 8000 Liam Beere Mario Fera Tavistock Communications Group (Financial Public Relations Adviser to SCAMP) Tel: +44 (0)20 7920 3150 Jeremy Carey Richard Sunderland Responsibility The SCAMP Directors accept responsibility for all information in this announcement. To the best of the knowledge and belief of the SCAMP Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. General UBS is acting exclusively as financial adviser to SCAMP and for no one else in connection with the Offer and will not be responsible to anyone other than SCAMP for providing the protections afforded to clients of UBS or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to therein. This announcement is not intended to and does not constitute, or form any part of, any offer to sell or any solicitation of any offer to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction. Any acceptance or other response to the Offer should be made only on the basis of the information contained or referred to in the Offer Document and the Form of Acceptance. The laws of relevant jurisdictions may affect the availability of the Offer to persons not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or 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 of their jurisdiction. The Offer Document is available for public inspection. Unless otherwise determined by SCAMP, the Offer is not being made, directly or indirectly, in, into or from or by the use of mails of, or by any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or through any facilities of a national securities exchange of the United States, Canada, Australia or Japan and the Offer is not capable of acceptance by any such use, means, instrumentality or facilities or from or within the United States, Canada, Australia or Japan. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from any such jurisdiction. Doing so may render invalid any purported acceptance of the Offer. 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. This information is provided by RNS The company news service from the London Stock Exchange END OUPBMMTTMMAJBFR
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