Offer declared unconditional

RNS Number:3195P
Kidde PLC
03 September 2003


3 September 2003


(Not for release, publication or distribution, in whole or in part, in, into or
              from Australia, Canada, Japan, or the United States)


                               Recommended cash offer

                                    by ABN AMRO

                                    on behalf of

                               Kidde Holdings Limited

                      (a wholly owned subsidiary of Kidde plc)

                                        for

                                      IFTE plc

                   Offer declared unconditional in all respects




Kidde announces that the Offer made by ABN AMRO on behalf of Kidde Holdings for
the entire issued and to be issued share capital of IFTE has now been declared
unconditional in all respects and will remain open for acceptance until further
notice.


As at 3.00 p.m. (London time) on Tuesday, 2 September 2003, the second closing
date of the Offer, valid acceptances of the Offer had been received from the
holders of, in aggregate, 11,515,938 IFTE Shares, representing approximately
44.59 per cent. of the issued share capital of IFTE. In addition, since making
the Offer, Kidde Holdings has acquired in the market 2,409,835 IFTE Shares,
representing approximately 9.33 per cent. of the issued share capital of IFTE.
Therefore, as at 3.00 p.m. (London time) on 2 September 2003, Kidde Holdings had
acquired or had received valid acceptances of the Offer in respect of, in
aggregate, 13,925,773 IFTE Shares, representing approximately 53.92 per cent. of
the issued share capital of IFTE.


The consideration will be despatched by first class post on or before 17
September 2003 to IFTE Shareholders who have validly accepted the Offer on or
before the date of this announcement. Thereafter, consideration will be
despatched to IFTE Shareholders who validly accept the Offer, within 14 days of
receipt of such acceptance, valid in all respects.


Kidde notes the announcement on 29 August 2003 by IFTE that the potential
competing offer for IFTE has been withdrawn. Kidde Holdings' Offer is therefore
the only offer available to IFTE Shareholders and continues to be unanimously
recommended by the Board of IFTE. As Kidde Holdings' Offer has now been declared
unconditional in all respects and Kidde therefore controls in excess of 50 per
cent. of the share capital of IFTE, it would encourage remaining IFTE
Shareholders to accept its recommended Offer as soon as possible. For the
avoidance of doubt, Kidde Holdings confirms that the value of its Offer will not
be increased above its current level of 39p per IFTE Share.


To accept the Offer, IFTE Shareholders who have not yet done so should complete
the Form of Acceptance (whether or not their IFTE Shares are held in CREST)
enclosed with the Offer Document and return it, together with supporting
documents, to the receiving agents to the Offer, Capita IRG Plc, at Corporate
Actions, PO Box 166, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH as
soon as possible. Additional Forms of Acceptance are available from Capita IRG
Plc, by telephoning 0870 162 3100 (if calling from within the UK) or [phone]
2157 (if calling from outside the UK).


Subject to acquiring or receiving valid acceptances of the Offer in respect of,
in aggregate, at least 90 per cent. of the issued share capital of IFTE, Kidde
Holdings intends to implement the procedures set out in sections 428 to 430F of
the Companies Act to acquire compulsorily any outstanding IFTE Shares to which
the Offer relates. As explained in the Offer Document sent to IFTE Shareholders
on 29 July 2003, Kidde Holdings also intends in due course to procure that IFTE
applies to the London Stock Exchange for the cancellation of the admission to
trading of IFTE Shares on AIM, such cancellation to take effect no earlier than
20 business days following such application.


Prior to making the Offer, Kidde Holdings had received irrevocable undertakings
to accept (or procure the acceptance of) the Offer in respect of, in aggregate,
6,272,694 IFTE Shares, representing approximately 24.3 per cent. of the issued
share capital of IFTE. Valid acceptances of the Offer have been received in
respect of all of the IFTE Shares which were the subject of such irrevocable
undertakings and are included in the total number of valid acceptances referred
to above.


Save as disclosed in this announcement, the announcement made by ABN AMRO on 8
August 2003 and/or in the Offer Document, neither Kidde nor Kidde Holdings, nor
any persons acting or deemed to be acting in concert with Kidde or Kidde
Holdings for the purposes of the Offer, held any IFTE Shares (or rights over any
IFTE Shares) immediately prior to the Offer Period and neither Kidde nor Kidde
Holdings, nor persons acting or deemed to be acting in concert with Kidde or
Kidde Holdings for the purposes of the Offer, have acquired or agreed to acquire
any IFTE Shares (or rights over any IFTE Shares) since the commencement of the
Offer Period.




                                    - ENDS -


Enquiries

ABN AMRO             Mark Crossley                        020 7678 8000

Finsbury             Edward Orlebar                       020 7251 3801
                     Charlotte Hepburne-Scott


This announcement is not intended to, and does not constitute, or form part of,
an offer or an invitation to purchase securities.


The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facilities of a securities exchange of, Australia, Canada, Japan or the United
States, and, subject to certain exceptions, the Offer is not capable of
acceptance by any such use, means or instrumentality or facilities of, from or
within Australia, Canada, Japan or the United States. Accordingly, copies of
this announcement are not being, and must not be, directly or indirectly, mailed
or otherwise forwarded, distributed or sent in, into or from Australia, Canada,
Japan or the United States and persons receiving this announcement (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send it in or into Australia, Canada, Japan or the United States.
Doing so may render invalid any purported acceptance of the Offer.


Words and expressions defined in the Offer Document dated 29 July 2003 apply for
the purposes of this announcement. The full terms and conditions of the Offer
are set out in the Offer Document and the accompanying Form of Acceptance. In
deciding whether or not to accept the Offer, IFTE Shareholders must rely solely
on the terms and conditions of the Offer and the information, and the procedures
described, in the Offer Document and related Form of Acceptance.


Persons receiving this announcement should note that, in connection with the
Offer described above, ABN AMRO is acting for Kidde and Kidde Holdings and no
one else and will not be responsible to anyone other than Kidde or Kidde
Holdings for providing the protections afforded to its customers or for
providing advice in relation to the Offer, the contents of this announcement or
any arrangement referred to herein.


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

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