Offer Closed

 

TIDMASTR TIDMEVOL 
 
RNS Number : 2912Y 
Astaire Group Plc 
01 September 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ANY 
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF 
SUCH JURISDICTION 
 
 
1 September 2009 
 
 
Astaire Group PLC 
 
 
Closing of Offer for Dowgate Capital PLC 
Total Voting Rights 
 
 
On 20 July 2009, Astaire Group PLC ("Astaire") declared the Offer (the "Offer") 
to acquire the entire issued, and to be issued, share capital of Dowgate Capital 
PLC ("Dowgate") unconditional and extended it until 1pm on 28 August 2009. 
 
The Offer has now closed and is accordingly no longer open for acceptance. 
 
Acceptance Levels 
 
As at 1.00 p.m. (London time) on 28 August 2009 Astaire had received valid 
acceptances in respect of 32,698,608 Dowgate Shares representing 82.81 per cent. 
of the total voting rights of Dowgate. This total includes acceptances received 
in respect of 6,667,281 Dowgate Shares (representing approximately 16.9 per 
cent. of the total voting rights of Dowgate) which were subject to irrevocable 
undertakings. Of the acceptances, 15,816,518 Dowgate Shares accepted the Basic 
Offer and 16,882,090 Dowgate Shares accepted the Alternative Offer. 
 
 
Prior to the Offer, Astaire held 4,316,794 Dowgate Shares, representing 
approximately 10.93 per cent. of the total voting rights of Dowgate. 
Accordingly, as at 1.00 p.m. (London time) on 28 August 2009, Astaire owned, or 
had received valid acceptances in respect of, 37,015,402 Dowgate Shares, 
representing approximately 93.74 per cent. of the total voting rights of 
Dowgate. 
 
 
Compulsory Acquisition 
 
 
Having acquired in excess of 90 per cent. in value of the shares to which the 
Offer relates and not less than 90 per cent. of the voting rights carried by 
those shares, Astaire will proceed to apply the provisions of sections 979 to 
982 (inclusive) of the 2006 Act to acquire compulsorily any remaining Dowgate 
Shares that have not accepted the Offer. 
 
 
Issue of New Astaire Shares and Admission to trading on AIM 
 
A further 307,993 New Astaire Shares will be allotted to those Dowgate 
Shareholders that have accepted the Offer since 1.00 p.m. on 21 August 2009 
pursuant to the terms of the Offer.Application has been made for the 307,993 New 
Astaire Shares to be admitted to trading on AIM and dealings are expected to 
commence on 4 September 2009. 
 
 
Total Voting Rights 
 
 
In accordance with the FSA's Disclosure and Transparency Rules, Astaire Group 
PLC ("the Company") notifies the market of the following: 
 
As at 31 August 2009, the Company's issued share capital consisted of 
202,924,888 ordinary shares with a nominal value of 0.1p each with voting 
rights. The Company does not hold any shares in Treasury. Therefore, the total 
number of voting rights in Astaire Group PLC is 202,924,888. 
 
The above figure of 202,924,888 may be used by shareholders in the Company as 
the denominator for the calculations by which they will determine if they are 
required to notify their interest in, or a change in their interest in, the 
share capital of the Company under the FSA's Disclosure and Transparency Rules. 
 
 
After the 307,993 New Astaire Shares have been allotted, Astaire will have 
203,232,881 ordinary shares of 0.1p each in issue with ISIN GB0031729194. 
 
Interests in Relevant Securities 
 
Save as disclosed above, neither Astaire nor any of the directors of Astaire, 
nor, so far as the directors of Astaire are aware, any person acting in concert 
with Astaire for the purposes of the Offer has any interest in, right to 
subscribe for, or has borrowed or lent any Dowgate Shares or securities 
convertible or exchangeable into Dowgate Shares ("Dowgate Securities"), nor does 
any such person have any short position (whether conditional or absolute and 
whether in 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 in relation to the Dowgate Securities. 
 
Terms used in this announcement have the same meaning given to them in the Offer 
Document. 
 
A copy of this announcement is available on Astaire's website at 
www.astairegroup.co.uk. 
 
 
 
 
Enquiries: 
 
 
+------------------------------------+------------------------------------+ 
| Astaire Group PLC                  | Tel: [phone]                 | 
| Edward Vandyk                      | www.astairegroup.co.uk             | 
|                                    |                                    | 
+------------------------------------+------------------------------------+ 
| Astaire Securities PLC             | Tel: [phone]                 | 
| Shane Gallwey and Toby Gibbs       |                                    | 
|                                    |                                    | 
+------------------------------------+------------------------------------+ 
| Fairfax I.S. PLC                   | Tel: [phone]                 | 
| Jeremy Porter                      |                                    | 
|                                    |                                    | 
+------------------------------------+------------------------------------+ 
| Maitland                           | Tel: [phone]                 | 
| Neil Bennett and George Hudson     |                                    | 
|                                    |                                    | 
+------------------------------------+------------------------------------+ 
 
 
The Astaire Directors accept responsibility for the information contained in 
this announcement. To the best of the knowledge and belief of the Astaire 
Directors (who have taken all reasonable care to ensure that such is the case), 
the information contained in this Announcement for which they accept 
responsibility is in accordance with the facts and does not omit anything likely 
to affect the import of such information. 
 
 
This announcement is not intended to be and does not constitute, or form part 
of, an offer or an invitation to purchase or subscribe for any securities. 
 
 
Astaire Securities plc and Fairfax I.S. plc, which are authorised and regulated 
in the United Kingdom by the Financial Services Authority, are acting 
exclusively for Astaire Group plc and no-one else in connection with the Offer 
and will not be responsible to anyone other than Astaire Group plc for providing 
the protections afforded to their respective customers, nor for providing advice 
in relation to the Offer or any other matter referred to in this announcement. 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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