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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Hyloris Pharmaceuticals SA | EU:HYL | Euronext | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.70 | 12.50 | 13.00 | 0.00 | 06:30:43 |
RNS Number:3128O Soldier Limited 04 August 2003 Not for release, publication or distribution in, into or from the United States, Canada, Australia or Japan RECOMMENDED REVISED INCREASED CASH OFFER by KPMG Corporate Finance on behalf of Soldier Limited ("Soldier") for Hamleys plc ("Hamleys") Revised Increased Offer declared unconditional in all respects The board of Soldier announces that, by 3.00 p.m. on 4 August 2003, valid acceptances had been received in respect of, in aggregate, 15,490,962 Hamleys Shares representing approximately 67.0 per cent. of the entire existing issued ordinary share capital of Hamleys. The acceptance condition and all other conditions of the Revised Increased Offer have now been satisfied or waived and accordingly the board of Soldier is pleased to announce that the Revised Increased Offer is declared unconditional in all respects. The Revised Increased Offer will remain open for acceptance until further notice. Hamleys Shareholders who have not yet accepted the Revised Increased Offer and who wish to do so are strongly encouraged to take the necessary action set out in the Revised Increased Offer document. The Loan Note Alternative will remain open only until 18 August 2003. Hamleys Shareholders who have elected pursuant to the Loan Note Alternative for Loan Notes may not receive settlement of their consideration within 14 days of the Revised Increased Offer becoming or being declared unconditional in all respects as a result of the need to calculate the extent of any scaling back at the time the Loan Note Alternative closes. Settlement will be effected as soon as practicable within such further period as the Panel may allow. In all other cases, the consideration to which Hamleys Shareholders are entitled under the Revised Increased Offer will be dispatched on or before 18 August 2003 in respect of acceptances complete in all respects received no later than the close of business on 4 August 2003 and within 14 days of the date of receipt in respect of further acceptances which are complete in all respects received after that time. Solider intends to procure that Hamleys applies to the UK Listing Authority for the removal of the Hamleys Shares from the Official List of the UK Listing Authority and to the London Stock Exchange for the cancellation of trading in Hamleys Shares. The Listing Rules require that notice on such proposed cancellations of not less than 20 business days be given to Hamleys Shareholders. This announcement constitutes such notice and the notice period has now commenced. It is anticipated that such cancellation will take effect on Tuesday, 2 September 2003. Valid acceptances set out above include: - valid acceptances received from the Independent Directors pursuant to the irrevocable undertakings which they have given in respect of 62,250 Hamleys Shares, representing approximately 0.3 per cent. of the entire existing issued ordinary share capital of Hamleys; - valid acceptances received from Hamleys Shareholders pursuant to irrevocable undertakings given in respect of 2,845,175 Hamleys Shares, representing approximately 12.3 per cent. of the entire existing issued ordinary share capital of Hamleys; and - a valid acceptance from A Holding S.A., a subsidiary of Baugur Group hf and a party acting in concert with Soldier, in respect of 2,556,264 Hamleys Shares, representing approximately 11.1 per cent. of the entire existing issued ordinary share capital of Hamleys. Since the commencement of the Offer Period, A Holding S.A. has purchased 2,556,264 Hamleys Shares and conditionally agreed to purchase 3,513,548 Hamleys Shares, representing in aggregate approximately 26.3 per cent. of the entire existing issued ordinary share capital of Hamleys, at a price of 254 pence per Hamleys Share. The conditions to the agreement to purchase 3,513,548 Hamleys Shares have now been satisfied and A Holding S.A. expects to complete the purchase of these Hamleys Shares shortly. A Holding S.A. has assented all of the 2,556,264 Hamleys Shares which it has purchased to the Revised Increased Offer, as described above. In addition, by virtue of the Hamleys Management Share Exchange Agreement (which was amended by a supplemental agreement dated 27 June 2003), Soldier has conditionally contracted to acquire, in aggregate, 36,585 Hamleys Shares from Hamleys Management, representing approximately 0.2 per cent. of Hamleys' entire existing issued ordinary share capital, together with a further 439,741 Hamleys Shares upon exercise of certain options held under the Hamleys plc Unapproved Executive Share Option Scheme. This agreement is conditional upon the Revised Increased Offer becoming or being declared unconditional in all respects and Soldier legally and beneficially holding more than 25 per cent. of Hamleys' entire existing issued ordinary share capital. Accordingly, Soldier and its concert parties have acquired or contracted to acquire, or have received acceptances of the Revised Increased Offer in respect of, in aggregate, 19,041,095 Hamleys Shares currently in issue, representing approximately 82.4 per cent. of Hamleys' entire existing issued ordinary share capital. In addition, Soldier has conditionally contracted to acquire 439,741 Hamleys Shares upon exercise of certain options under the Hamleys plc Unapproved Executive Share Option Scheme. Prior to the Offer Period, Soldier held no Hamleys Shares and Hamleys Management held an interest in 36,585 Hamleys Shares, representing approximately 0.2 per cent. of the entire existing issued ordinary share capital of Hamleys. In addition, prior to the Offer Period, the Hamleys Management held options to subscribe for, in aggregate, a maximum of 515,819 Hamleys Shares under the Hamleys Share Schemes. Words and expressions defined in the Original Offer Document dated 19 June 2003 and Revised Increased Offer document dated 17 July 2003 shall apply for the purposes of this announcement. Enquiries: Gavin Anderson & Company Tel: 020 7554 1400 Neil Bennett Halldor Larusson Soldier Tel: 020 7479 7313 John Watkinson KPMG Corporate Finance Tel: 020 7311 1000 David McCorquodale Michael McDonagh The availability of the Revised Increased Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Persons who are not resident in the UK should obtain advice and observe any applicable requirements. The Revised Increased Offer, including the Loan Note Alternative, is not being made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex or telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of the United States, Canada, Australia or Japan, and the Revised Increased Offer will not be capable of acceptance by any such means, instrumentality or facility from within the United States, Canada, Australia or Japan. Accordingly, copies of this announcement and any other documents related to the Revised Increased Offer are not being, and must not be, mailed or otherwise distributed or sent in or into the United States, Canada, Australia or Japan and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Revised Increased Offer by persons in any such jurisdiction. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities. KPMG Corporate Finance, a division of KPMG LLP which is authorised in the United Kingdom by the Financial Services Authority for investment business activities, is acting for Soldier as financial adviser in relation to the Revised Increased Offer and is not acting for any other person in relation to such offer. KPMG Corporate Finance will not be responsible to anyone other than Soldier for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any transaction or arrangement referred to herein. This information is provided by RNS The company news service from the London Stock Exchange END OUPSSWFMLSDSELA
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