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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Exchange Fs | LSE:EFX | London | Ordinary Share | GB0007455834 | ORD 1P |
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:5791L Marlborough Stirling PLC 15 October 2001 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. 15 October 2001 MARLBOROUGH STIRLING PLC ("MARLBOROUGH STIRLING") ____________________________ RECOMMENDED OFFER FOR EXCHANGE FS GROUP PLC ("EXCHANGE FS") On 19 September 2001, and as set out formally in the Offer Document dated 21 September 2001, it was announced that the boards of Marlborough Stirling and Exchange FS had reached agreement on the terms of a recommended offer, to be made by UBS Warburg on behalf of Marlborough Stirling, for the whole of the issued and to be issued share capital of Exchange FS. Marlborough Stirling announces that as at 3.00 p.m. on 12 October 2001, the first closing date of the Offer, valid acceptances of the Offer which are complete in all respects had been received in respect of 282,899,867 Exchange FS Shares (representing approximately 90.4 per cent. of the issued share capital of Exchange FS). The Offer has therefore become unconditional as to acceptances and the Offer and the Loan Note Alternative will remain open for acceptance until further notice. The Mix and Match Facility closed on 12 October 2001 and has not been extended. The Offer remains conditional upon, inter alia, approval of the necessary resolutions at the Extraordinary General Meeting of Marlborough Stirling on 15 October 2001, and on the Office of Fair Trading indicating (in terms satisfactory to Marlborough Stirling) that it is not the intention of the Secretary of State for Trade and Industry to refer the proposed acquisition of Exchange FS, or any matters arising therefrom, to the Competition Commission and the admission of the new Marlborough Stirling Shares to the Official List of the UK Listing Authority. The directors of Exchange FS (and certain of their connected persons), certain management of Exchange FS and Apax irrevocably undertook to accept the Offer in respect of a total of 175,224,533 Exchange FS Shares representing approximately 56 per cent. of the issued share capital of Exchange FS. Anthony Klim, a director of Marlborough Stirling, held 600 Exchange FS Shares prior to the Offer Period representing 0.0001917 per cent. of the issued share capital of Exchange FS. Acceptances in respect of these Exchange FS Shares are included in the acceptances referred to above. Save as set out above neither Marlborough Stirling, nor any of the directors of Marlborough Stirling, nor any party acting in concert with Marlborough Stirling, owned any Exchange FS Shares or rights over Exchange FS Shares prior to the Offer Period nor have they acquired or agreed to acquire any Exchange FS Shares or rights over Exchange FS Shares during the Offer Period, other than by way of acceptances of the Offer. Terms defined in the Offer Document have the same meaning in this press release unless the context requires otherwise. Enquiries: MARLBOROUGH STIRLING Graham Coxell, Chief Executive David Gales, Finance Director Phone: 020 7638 9571 UBS WARBURG Alexander Wilmot-Sitwell Colin Christie Phone: 020 7567 8000 CITIGATE DEWE ROGERSON Toby Mountford Sebastian Hoyle Phone: 020 7638 9571 The Offer is not being made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, Canada, Australia or Japan. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from the United States, Canada, Australia or Japan and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from the United States, Canada, Australia or Japan. Doing so may render invalid any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. The new Marlborough Stirling Shares and the Loan Notes have not been, nor will they be, registered under the US Securities Act or under the securities laws of any state of the United States; the relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and neither the new Marlborough Stirling Shares nor the Loan Notes have been, 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, neither the new Marlborough Stirling Shares nor the Loan Notes may (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, any United States, Canadian, Australian or Japanese person. UBS Warburg Ltd., a subsidiary of UBS AG, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Marlborough Stirling and no one else in connection with the Offer and will not be responsible to anyone other than Marlborough Stirling for providing the protections afforded to customers of UBS Warburg Ltd. nor for giving advice in relation to the Offer.
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