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TLD Teesland

189.00
0.00 (0.00%)
10 May 2024 - Closed
Delayed by 15 minutes
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

Offer Update

04/12/2007 5:30pm

UK Regulatory


RNS Number:1812J
Valad (Hurst) Limited
04 December 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

                                                                 4 December 2007

                         Valad (Hurst) Limited ("VHL")


  Offer update - Recommended Cash Offer for Teesland Plc ("Teesland") DECLARED
                              wholly unconditional


1.  Offer declared wholly unconditional in all respects


On 3 December 2007, VHL 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 VHL or its associates, for 191 pence per
Teesland Share.

The Board of VHL is pleased to announce that, as at 1.00 p.m. on 4 December
2007, valid acceptances of the Offer had been received in respect of a total of
33,527,393 Teesland Shares, representing approximately 26.69 per cent. of the
issued share capital of Teesland and approximately 96.46 per cent. of the
Teesland Shares not currently owned by VHL and its associates. Such acceptances
resulted from the release to VHL of the pre-completed Form of Acceptance from
Polygon Global Opportunities Master Fund in respect of 33,527,393 Teesland
Shares.

Therefore, VHL is pleased to announce that the sole condition relating to the
Offer, as set out in the Offer Document dated 3 December 2007, has now been
satisfied and the Offer is unconditional in all respects.

The Offer remains open for acceptance until 7 January 2008 (being 14 days after
the first closing date of 24 December 2007) when the Offer will close. 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 4TU by 7 January 2008.  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 by 7 January 2008.


2.  Consideration

The consideration due under the Offer in respect of valid acceptances received
on or before the date of this announcement will be dispatched by first class
post on or before 11 December 2007. Settlement of consideration in respect of
any further valid acceptances will be dispatched within 7 days of receipt of
such acceptances.


3.  Cancellation of listing

As a result of VHL acquiring or having agreed to acquire 75 per cent. or more of
the voting rights attaching to the Teesland Shares, VHL is taking steps to
procure the making of applications by Teesland to the UK Listing Authority and
the London Stock Exchange for the cancellation of the listing of Teesland Shares
on the Official List and for the cancellation of the trading of Teesland Shares
on the London Stock Exchange's market for listed securities, in accordance with
the terms of the Offer Document. Cancellation of trading and removal from the
Official List is subject to a 20 business day notice period. Accordingly it is
anticipated that cancellation of trading in Teesland Shares will become
effective on 7 January 2008 and, therefore, the last day of trading in Teesland
Shares will be 7 January 2008. It is also anticipated that, after such
cancellations, Teesland will be re-registered, in due course, as a private
company under the relevant provisions of the Companies Act 1985.

Such cancellations will significantly reduce the liquidity and marketability of
any Teesland Shares in respect of which acceptances of the Offer are not
submitted.


3.  Compulsory acquisition

It was stated in the Offer Document that VHL intended to exercise its rights
pursuant to the provisions of Chapter 3 of Part 28 of the 2006 Act, if such
provisions become applicable, to acquire compulsorily any outstanding Teesland
Shares.

VHL has acquired or received acceptances under the Offer in respect of 90 per
cent. or more of the Teesland Shares to which the Offer relates for the purposes
of Chapter 3 of Part 28 of the 2006 Act. Accordingly, as soon as reasonably
practicable, VHL will be dispatching formal notices pursuant to section 979 of
the 2006 Act to acquire compulsorily all of the outstanding Teesland Shares in
respect of which valid acceptances have not yet been received.


4.  Disclosure of interests in Teesland Shares
        
Save for the information below in this paragraph, neither VHL nor any of the
directors of VHL nor, so far as VHL or the directors of VHL are aware, any party
acting in concert with VHL for the purposes of the Offer, has an interest in, or
has any right to subscribe for, any relevant securities of Teesland, nor are
they party to any short positions (whether conditional or absolute and whether
in the money or otherwise) relating to relevant securities of Teesland,
including short positions under derivatives, agreements to sell or any delivery
obligations or rights to require another person to take delivery.

Neither VHL nor any director of VHL nor, so far as VHL or the directors of VHL
are aware, any person acting in concert with VHL, has borrowed or lent any
relevant securities of Teesland.


Name                                       Number of Teesland Shares Percentage of issued share capital
                                                                     of Teesland as at 30 November 2007
                                                                     (%)         

Valad (Hurst) Limited                 82,647,712                                    65.79
Scarborough (UK) Limited              8,221,992                                     6.54

        
Capitalised terms used, but not defined in this announcement have the same
meaning as given to them in the offer document dated 3 December 2007 containing
the Offer, unless otherwise indicated.


Enquiries:

Valad (Hurst) Limited                                          Tel: +44 (0)20 7318 2838
Cesidio Di Ciacca

UBS Investment Bank (Financial Adviser to VHL)                 Tel: +44 (0)20 7567 8000
Liam Beere
Thomas Onions

Teesland                                                       Tel: +44 (0)20 7659 6666
Alan Murray
Charles Lewis

Kaupthing (Financial Adviser to Teesland)                      Tel: +44 (0)20 3205 5000
Nicholas How
Sebastian Monk


General

UBS is acting exclusively as financial adviser to VHL and for no one else in
connection with the Offer and will not be responsible to anyone other than VHL
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.

Kaupthing, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Teesland and no one else
in connection with the Offer and will not be responsible to anyone other than
Teesland for providing the protections afforded to its customers or for
providing advice in relation to the Offer, the contents of this announcement or
any transaction or arrangement 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.

Unless otherwise determined by VHL, 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, Japan (or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction). 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, Japan
(or any other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction) 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

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