Recommended offer by Letchworth Investments Ltd

    RNS Number : 2200L
  Fayrewood PLC
  07 January 2009
   

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

 For Immediate Release  7 January 2009


    Fayrewood PLC
    ("Fayrewood" or the "Company")

    Further re Recommended offer by Letchworth Investments Limited


    Further to the announcement released on 30 December 2008, Fayrewood makes the following statement:

    Fayrewood has been in discussions with the ISI Purchasers about the ISI SPA since early November 2008. These discussions have
concentrated on the valuation of ISI stock, the level of uncollected ISI debtors and the level of ISI creditors as at completion. Fayrewood
is continuing to have discussions with the ISI Purchasers in relation to these matters.

    The Independent Directors continue to believe that the amounts claimed to be due by the ISI Purchasers, as referred to in the
announcement dated 30 December 2008 (the "Claims"), are over inflated and they have now had the opportunity to take legal advice on this
matter. This advice endorses their initial view that there is no proper basis for challenge to the validity of the liability cap of £2.0
million contained within the ISI SPA.

    Fayrewood has also been advised that unless the Claims are reduced to £2.0 million or less (being the amount set aside by the
Independent Directors for the purposes of protecting the ISI Purchasers as creditors), or the Claims are withdrawn or determined in some
other way, it is expected that the Court will require additional creditor protection to cover the amounts of these Claims, regardless of
their merit, and is therefore unlikely to approve the Scheme without amendment.

    The Independent Directors will make a further announcement in relation to the Claims as soon as practicable and suggest that Fayrewood
Shareholders await further details on the status of the Claims before deciding whether to accept the Cash Offer or elect for the Part Share
Alternative. Shareholders for whom valid elections have been received on or before 16 January 2009 may amend these, if they wish, by
contacting Fayrewood's registrars, Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU (who may
be contacted on 0871 664 0321 or, from outside the UK, [phone]).  Calls to the 0871 664 0321 number cost 10 pence per minute
(including VAT) plus your service providers' network extras.

    A copy of this announcement will be sent to all Fayrewood Shareholders and will also be made available on the Company's website.

    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 


    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 contains 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. 

    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. 


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