Recommended Offer

    RNS Number : 0330K
  Fayrewood PLC
  12 December 2008
   

    Not for release, distribution or publication, in or into any jurisdiction where it is unlawful to do so. 


 For immediate release  12 December 2008

    Fayrewood Plc 

    ("Fayrewood" or "the Company"))

    RECOMMENDED OFFER BY LETCHWORTH INVESTMENTS LIMITED FOR FAYREWOOD PLC

    
On 10 December 2008, the board of Letchworth Investments Limited ("Letchworth") and the Independent Directors of Fayrewood announced that
they had reached agreement on the terms of a recommended offer by Letchworth to acquire the entire issued share capital of Fayrewood, to be
effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). 

    The board of Fayrewood announces that the Scheme Document which sets out, amongst other things, the full terms and conditions of the
Scheme and an explanatory statement (pursuant to section 897 of the Companies Act 2006), together with the action to be taken by Fayrewood
Shareholders, is being posted to Fayrewood Shareholders today. 

    Notices convening the Court Meeting and the General Meeting, to be held at the offices of Hammonds LLP, 7 Devonshire Square London EC2M
4YH on 5 January 2009 at 10.00 a.m. and 10.15 a.m. (or, in the case of the General Meeting, as soon thereafter as the Court Meeting is
concluded or adjourned), respectively, are contained in the Scheme Document.

    It is anticipated that the voting record time in respect of the Court Meeting and General Meeting will be 6.00 p.m. on 3 January 2009.

    Subject to the satisfaction or waiver of the Conditions to the Scheme, it is currently expected that:

    *     the last day of dealings in, and for registration of transfers of, Fayrewood Shares will be 9 February 2009;

    *     trading in Fayrewood's Shares will be suspended from 7:00am on 10 February 2009

    *     the Court Hearing to sanction the Scheme and confirm the reduction of capital will take place on 10 February 2009;

    *     the Scheme and related reduction of capital will become effective on 11 February 2009;

    *     cancellation of admission to trading of the Fayrewood Shares will take place on 12 February 2009; and

    *     despatch of cheques or settlement through CREST in respect of the cash consideration due under the Scheme will be made by 25
February 2009 

    If any of these expected dates change, Fayrewood will give reasonable notice of the change by issuing an announcement through a
Regulatory Information Service.

    Unless the context otherwise requires, terms defined in the announcement dated 10 December 2008 have the same meaning in this
announcement. 

    Enquiries:

    Letchworth Investments
    Tel: [phone]
    David Kleeman    

    Fayrewood
    Tel: [phone]
    Richard Templeton                

    KBC Peel Hunt Limited (Financial Adviser to Fayrewood)
    Tel: [phone]
    Oliver Scott        
    Richard Kauffer
    Daniel Harris

                   
    Buchanan Communications (PR Adviser to Fayrewood)
    Tel: [phone]
    Tim Anderson    
    Lisa Baderoon


    Copies of the Scheme Document will be available on the investor relations section of the Fayrewood  website www.fayrewood.co.uk from 15
December 2008.

    KBC Peel Hunt, which is authorised and regulated in the United Kingdom for the conduct of investment business by the Financial Services
Authority, is acting exclusively for Fayrewood (and for Letchworth solely in connection with the Guidance Letter) and no one else in
connection with the matters described in this announcement and will not be responsible to anyone other than Fayrewood (or as appropriate,
Letchworth) for providing the protections afforded to clients of KBC Peel Hunt nor for providing advice in relation to the matters described
in this announcement. 

    This announcement is not intended to, and does not constitute or form any part of, an offer or invitation to sell or subscribe for or
purchase any securities or solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise. The
Transaction will be made through the Scheme Document, which will contain the full terms and conditions of the Transaction (including details
of how to vote in respect of the Transaction). Any acceptance of or other response to the Transaction should be made only on the basis of
the information contained in the Scheme Document. Fayrewood Shareholders are advised to read the Scheme Document carefully, once it has been
dispatched.

    Notice to Overseas Persons

    The availability of the Transaction to Fayrewood Shareholders who are not resident in the United Kingdom may be affected by the laws of
relevant jurisdictions. Fayrewood Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe
any applicable requirements.

    The Transaction will be subject to the applicable rules and regulations of the London Stock Exchange and the City Code. 

    This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, or the solicitation of any
vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such jurisdiction.

    Dealing Disclosure Requirements

    Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or
more of any class of "relevant securities" of Letchworth or of Fayrewood, all "dealings" in any "relevant securities" of that company
(including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by
no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue
until the date on which the Scheme becomes effective, the Transaction lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of Letchworth or Fayrewood, they will be deemed to be a single person for the purpose of Rule 8.3.  

    Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Letchworth or of Fayrewood by Letchworth
or Fayrewood, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day
following the date of the relevant transaction. 

    A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 

    "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or
by virtue of any option in respect of, or derivative referenced to, securities. 

    Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

    Forward Looking Statements

    Certain statements in this announcement regarding the proposed Transaction between Letchworth and Fayrewood, the expected timetable for
completing the Transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the
combined company and products and any other statements regarding Fayrewood's or Letchworth's future expectations, beliefs, goals or
prospects constitute forward-looking statements. When used in this announcement, the words "believe", "anticipate", "should", "intend",
"plan", "will", "expects", "estimates", "projects", "positioned", "strategy", and similar expressions or statements that are not historical
facts, in each case as they relate to Letchworth and Fayrewood, the board of directors of either such company or the proposed transaction,
are intended to identify those expressions or statements as forward-looking statements. By their nature, forward looking statements involve
risk and uncertainty and the factors described in the context of such forward looking statements in this announcement could cause actual results and developments to differ materially from those
expressed in or implied by such forward looking statements. 

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