Offer Unconditional

RNS Number:1161F
Concateno plc
04 October 2007




THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
           VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION


4 October 2007


                              RECOMMENDED CASH OFFER
                                       by

                           CONCATENO PLC ("Concateno")
                                       for

                               COZART PLC ("Cozart")

                   OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS



On 5 September 2007, Concateno announced the terms of a recommended cash offer
for the entire issued and to be issued ordinary share capital of Cozart. The
offer document setting out the full terms of, and the conditions to the Offer
(the "Offer Document") was posted to Cozart Shareholders on 7 September 2007.

The Board of Concateno is pleased to announce that following the admission to
trading on AIM of 35,984,393 new ordinary shares, representing 34,615,380
Placing Shares and 1,369,013 new ordinary shares allotted to Dr. Christopher
Hand under the Incentive Arrangements, all of the conditions of the Offer have
been satisfied and the Offer is hereby declared unconditional in all respects.

Save as disclosed herein, no Cozart Shares have been acquired or agreed to be
acquired by or on behalf of Concateno or any person acting in concert with
Concateno during the Offer Period and neither Concateno nor any person acting in
concert with Concateno has the benefit of any irrevocable commitment or letter
of intent in respect of any Cozart Shares or has any interest in any Cozart
Shares, or any short position (whether conditional or absolute and whether in
the money or otherwise and including any short position under a derivative), any
agreement to sell, any delivery obligation, any right to require another person
to purchase or take delivery in respect of any Cozart Shares, any right to
subscribe for any Cozart Shares or any stock borrowing or lending arrangement in
respect of any Cozart Shares.

The Offer will remain open for acceptance until further notice.

As set out in the Offer Document, the Offer extends to any Cozart Shares which
are issued or unconditionally allotted and fully paid (or credited as fully
paid) whilst the Offer remains open (or, subject to the Code, by such earlier
date as Concateno may decide), including any such Cozart Shares allotted or
issued pursuant to the exercise of Cozart Share Options.  Following the Offer
being declared unconditional in all respects, the Cozart Share Options are 
exercisable regardless of performance conditions, which have been waived by the
Concateno Directors.



Further acceptances

Holders of Cozart Shares in certificated form

Forms of Acceptance not already returned should be completed and returned in
accordance with the instructions set out in the Offer Document and on the Form
of Acceptance so as to be received by Computershare at PO Box 859, The
Pavilions, Bridgewater Road, Bristol BS99 1XZ as soon as possible.

Holders of Cozart Shares in uncertificated form

Electronic Acceptances should be made in accordance with the instructions set
out in the Offer Document so that settlement occurs as soon as possible.

If you are in any doubt as to the procedures for acceptance of the Offer, please
contact Computershare by telephone on 0870 889 4003 (or [phone] if
telephoning from outside the UK) or at Computershare, PO Box 859, The Pavilions,
Bridgwater Road, Bristol BS99 1XZ.

Settlement will be effected on or before 18 October 2007 to such Cozart
Shareholders who validly accepted the Offer prior to the First Closing Date. 
Settlement for Cozart Shareholders who validly accept the Offer from the First
Closing Date onwards will be effected within 14 calendar days of receipt of
their valid acceptance.

Cancellation of admission to trading of Cozart Shares on AIM and compulsory
acquisition

As disclosed in the Offer Document, Concateno intends to procure that Cozart
applies to the London Stock Exchange for the cancellation of the admission of
the Cozart Shares to trading on AIM. It is anticipated that such cancellation
will take effect on 21 October 2007, being 20 days from the announcement that
the Offer was unconditional as to acceptances. It is also proposed that Cozart
will be re-registered as a private company.

Having received sufficient valid acceptances of the Offer, Concateno confirms
that it intends to exercise its rights pursuant to the provisions of Chapter 3
of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining
Cozart Shares on the same terms as the Offer. Accordingly, Concateno will be
posting, in due course, formal notices under section 979 of the Companies Act
2006 to Cozart Shareholders who have not accepted the Offer by that time.

This announcement should be read in conjunction with the Offer Document.  Terms
used in this announcement shall have the meaning given to them in the Offer
Document.



Enquiries:
Concateno plc                                           Tel: [phone]
Keith Tozzi, Chairman
Fiona Begley, Chief Executive Officer

Collins Stewart  (financial adviser and broker to Concateno)               
Seema Paterson / Oliver Quarmby                         Tel: [phone]
Piers Coombs

Financial Dynamics (Concateno public relations)         Tel: [phone]
Billy Clegg
Edward Westropp

Collins Stewart Europe Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Concateno
and no one else in connection with the Offer and will not be responsible to
anyone other than Concateno for providing the protections afforded to clients of
Collins Stewart Europe Limited nor for providing advice in relation to the
Offer, the contents of this announcement, or the Form of Acceptance.

This announcement is not intended to and does not constitute or form any part
of, an offer to sell or an invitation to purchase or the solicitation of an
offer to subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise. The Offer has
been made solely through the Offer Document and in the case of certificated
Cozart Shares, the Form of Acceptance, which will together contain the full
terms and conditions of the Offer. Any acceptance or other response to the Offer
should be made only on the basis of the information contained in the Offer
Document and, in the case of certificated Cozart Shares, the Form of Acceptance.

The making of the Offer in, or to persons resident in, or to nationals or
citizens of, jurisdictions outside the United Kingdom or to nominees of, or
custodians or trustees for, citizens or nationals of other countries ("Overseas
Shareholders") may be prohibited or affected by the laws of the relevant
jurisdictions. It is the responsibility of such Overseas Shareholders to inform
themselves about and observe any applicable legal requirements. No person
receiving a copy of the Offer Document and/or a Form of Acceptance in any
jurisdiction other than the UK may treat the same as constituting an invitation
or offer to him, nor should he in any event use such Form of Acceptance, if, in
the relevant jurisdiction, such invitation or offer cannot lawfully be made to
him or such Form of Acceptance cannot lawfully be used without contravention of
any relevant or other legal requirements. In such circumstances, the Offer
Document and/or Form of Acceptance are sent for information only. It is the
responsibility of such Overseas Shareholder receiving a copy of the Offer
Document and/or Form of Acceptance and wishing to accept the Offer to satisfy
himself as to the full observance of the laws and regulatory requirements of the
relevant jurisdiction in connection with the Offer, including obtaining any
governmental, exchange control or other consents which may be required, and
compliance with other necessary formalities needing to be observed and payment
of any issue, transfer or other taxes or duties due  in such jurisdiction. Any
such Overseas Shareholder will be responsible for any such issue, transfer or
other taxes or duties by whomsoever payable and Concateno (and any person acting
on behalf of Concateno) shall be fully indemnified and held harmless by such
Overseas Shareholder for any such issue, transfer or other taxes or duties or
other requisite payments as Concateno (and any person acting on behalf of
Concateno) may be required to pay.

The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe any
applicable requirements. In particular, the Offer is not being made, directly or
indirectly, in the United States, Canada, Australia, the Republic of South
Africa or Japan. 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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