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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Bristol Wtr. Gp | LSE:BWG | London | Ordinary Share | GB00B0978K75 | ORD 6.5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:9482C Societe Generale SA 15 May 2006 Not for release, publication or distribution in whole or in part in or into Canada, Australia or Japan FOR IMMEDIATE RELEASE 15 MAY 2006 RECOMMENDED CASH OFFER by Societe GeneralE on behalf of SOCIEDAD GENERAL DE AGUAS DE BARCELONA, S.A. ("agbar") for BRISTOL WATER GROUP PLC ("BRISTOL WATER") Offer declared unconditional in all respects 1. Offer unconditional in all respects Agbar announces that all the conditions of its Offer for Bristol Water have now been satisfied and/or waived. Accordingly, the Offer has been declared unconditional in all respects and will remain open for acceptance until further notice. At least 14 days notice will be given by an announcement before the Offer is closed. 2. Level of acceptances As at 1.00 p.m. (London time) on 14 May 2006, valid acceptances of the Offer had been received in respect of a total of 10,887,275 Bristol Water Shares, representing approximately 69.9 per cent. of Bristol Water's issued share capital. (Of these valid acceptances, valid elections for the Loan Note Alternative had been received in respect of a total of 325,867 Bristol Water Shares, representing approximately 2.1 per cent. of Bristol Water's issued share capital. Consequently, the Loan Note Alternative will be offered). None of these acceptances were received from persons acting in concert with Agbar. In accordance with the conditions of the Offer, Agbar has waived the requirement to receive acceptances in respect of not less than 90 per cent. of the Bristol Water Shares to which the offer relates. On 21 April 2006, being the date of the announcement of the Offer, Agbar announced that it had received irrevocable undertakings and a non-binding letter of intent to accept (or procure the acceptance of) the Offer in respect of a total of 5,018,072 Bristol Water Shares, representing approximately 32.2 per cent. of Bristol Water's issued share capital. Valid acceptances have been received in respect of 5,011,837 of those Bristol Water Shares, representing approximately 32.2 per cent. of Bristol Water's issued share capital. All of these acceptances are included in the total of valid acceptances referred to above. Agbar continues to hold irrevocable undertakings from the directors of Bristol Water to accept (or procure the acceptance of) the Offer in respect of 6,235 Bristol Water Shares, representing approximately 0.04 per cent. of Bristol Water's issued share capital. Agbar has acquired in the market 2,308,106 Bristol Water Shares, representing approximately 14.8 per cent. of Bristol Water's issued share capital, which have been entered on the Bristol Water shareholder register on Agbar's behalf. In addition, Agbar has also acquired in the market a further 57,103 Bristol Water Shares, representing approximately 0.4 per cent. of Bristol Water's issued share capital, which have not yet been entered on the Bristol Water shareholder register on Agbar's behalf. Accordingly, as at 1.00 p.m. (London time) on 14 May 2006, Agbar either owned or had received valid acceptances in respect of a total of 13,195,381 Bristol Water Shares representing approximately 84.7 per cent. of Bristol Water's issued share capital (this excludes the 57,103 Bristol Water Shares not yet entered on the Bristol Water shareholder register on Agbar's behalf). 3. Consideration Consideration due under the Offer will, on or before 28 May 2006, be dispatched by first class post to (in the case of holders of certificated Bristol Water Shares or holders of uncertificated Bristol Water Shares who have elected to take up Loan Notes) or credited to the relevant CREST accounts of (in the case of holders of uncertificated Bristol Water Shares) Bristol Water Shareholders who have validly accepted the Offer on or before 14 May 2006. Consideration due under the Offer will be dispatched by first class post to (in the case of holders of certificated Bristol Water Shares or holders of uncertificated Bristol Water Shares who have elected to take up Loan Notes) or credited to the relevant CREST accounts of (in the case of holders of uncertificated Bristol Water Shares) Bristol Water Shareholders who validly accept the Offer after 14 May 2006 within 14 days of receipt of an acceptance valid in all respects. 4. Payment of Special Interim Dividend Bristol Water Shareholders on the register at the close of business on 15 May 2006, being the Record Date, will be entitled to receive a special interim dividend of 22.5 pence per Bristol Water Share, in lieu of the final Bristol Water dividend that would have been paid for the 52 weeks ended 31 March 2006. As stated in the offer document posted to Bristol Water's shareholders on 22 April 2006 (the 'Offer Document') settlement of the special interim dividend will be made within 14 days of the Record Date. In accordance with the standard practice of the London Stock Exchange, the Bristol Water Shares will not be declared "ex" the entitlement to the special interim dividend until 2 days after this announcement being 8.00 a.m. (London time) on 17 May 2006. Bristol Water Shareholders intending to deal in Bristol Water Shares on the market are recommended to consult their stockbroker or other independent financial adviser. 5. Delisting and Compulsory Acquisition As stated in the Offer Document, application will be made to the Financial Services Authority for the cancellation of the listing of the Bristol Water Shares on the Official List and to the London Stock Exchange for the cancellation of the admission to trading of Bristol Water Shares on the London Stock Exchange's market for listed securities, with each expected to take effect from 12 June 2006, being 20 business days following the date of this announcement. The cancellation of the listing of Bristol Water Shares will significantly reduce the liquidity and marketability of any Bristol Water Shares in respect of which acceptances of the Offer are not submitted. As anticipated in the Offer Document, as and when Agbar has received valid acceptances of the Offer in respect of, or otherwise acquired 90 per cent. or more in value of the Bristol Water Shares to which the Offer relates, Agbar will seek to acquire compulsorily any outstanding Bristol Water Shares to which the Offer relates pursuant to the provisions of sections 428 to 430F (inclusive) of the Companies Act 1985. Bristol Water Shareholders who have not yet accepted the Offer and wish to do so and who hold Bristol Water Shares in certificated form must complete, sign and return the Form of Acceptance to Lloyds TSB Registrars as soon as possible. Bristol Water Shareholders who have not yet accepted the Offer and wish to do so and who hold Bristol Water Shares in uncertificated form must accept electronically through CREST so that the TTE Instruction settles as soon as possible. Bristol Water Shareholders who hold Bristol Water Shares as a CREST sponsored member, should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE Instruction to CRESTCo. Terms defined in the Offer Document shall have the same meanings in this announcement. The term "acting in concert" shall have the same meaning as in the City Code. Enquiries Agbar Angel Simon, Director General Tel : +44 20 7762 5181 Societe Generale (Financial Adviser to Agbar) David Roberts, Managing Director Michael Robinson, Director Tel : +44 20 7762 5181 The contents of this notice are also covered by the disclaimers and definition of the roles and responsibilities as detailed in the Offer Document. Specifically, the role of Societe Generale is as follows. Societe Generale, which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting exclusively for Agbar and no-one else in connection with the Offer and will not be responsible to anyone other than Agbar for providing the protections afforded to clients of Societe Generale nor for providing advice in relation to the Offer. This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities. Any acceptance or other response to the Offer should be made only on the basis of information referred to in the Offer Document. The Offer is not being and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile or electronic transmission, telex, internet, telephone or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of Canada, Australia or Japan and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility from or within Canada, Australia or Japan. Accordingly, copies of this announcement and any Offer Documents are not being, and will not be, mailed or otherwise forwarded, distributed or sent in , into or from, Canada, Australia or Japan. The availability of the Offer to persons outside the United Kingdom may be affected by the laws of other jurisdictions. Such persons should inform themselves and observe any applicable requirements of those jurisdictions. The Loan Notes to be issued in connection with the Offer have not been, nor will they be, registered under the US Securities Act or under the securities laws of any jurisdiction of the United States, the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance and the Loan Notes have not been, and nor will they be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan. Accordingly, the Loan Notes may not (unless an exemption under relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, a person located in the United States, Canada, Australia or Japan. This information is provided by RNS The company news service from the London Stock Exchange END OUPKGGMKNKKGVZG
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