![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Opd Group | LSE:OPD | London | Ordinary Share | GB0007053944 | ORD 5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 38.25 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMOPD RNS Number : 6288U Offerco Limited 26 June 2009 OFFER UPDATE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO 26 June 2009 For immediate release Recommended Cash Offer by Offerco Limited ("Offerco") for OPD Group plc ("OPD") First closing date acceptance level. Offer declared unconditional as to acceptances and wholly unconditional Summary * The Board of Offerco announces the level of acceptances for its Offer for OPD at the first closing date of the Offer and that its Offer is declared unconditional as to acceptances and wholly unconditional. The Offer will be extended until 10 July 2009. First closing date of the Offer - acceptances * On 5 June 2009, Offerco made an offer for the entire issued and to be issued ordinary share capital of OPD (the "Offer"). * As at 1.00 pm on 26 June 2009, the first closing date of the Offer, valid acceptances had been received in respect of a total of 5,846,373 OPD Shares representing approximately 22.01 per cent of OPD's existing issued share capital. Each of these acceptances may be counted by Offerco towards the satisfaction of the acceptance condition of the Offer. * As set out in the Offerco Offer Document dated 5 June 2009, Offerco had received irrevocable undertakings from the OPD Directors and other OPD Shareholders to accept the Offer in respect of 1,978,446 OPD Shares, representing, in aggregate, approximately 7.4 per cent. of OPD's existing issued share capital. With respect to these irrevocable undertakings, valid acceptances of the Offer have been received in respect of 1,953,446 OPD Shares representing approximately 7.3 per cent of OPD's existing issued share capital. These acceptances are included in the total of valid acceptances referred to above. The balance of OPD Shares covered by these irrevocable undertakings to accept the Offer, being 25,000 OPD Shares representing approximately 0.1 per cent of OPD's existing issued share capital remain outstanding. The details of the irrevocable undertakings and of those that are outstanding are set out in the Appendix. * As set out in the Offerco Offer Document, parties deemed for the purposes of the Code to be acting in concert with Offerco, excluding Peter Hearn and Graphite whose OPD Shares have been transferred outside the terms of the Offer as referred to below, held 1,683,523 OPD Shares, representing, in aggregate, approximately 6.3 per cent. of OPD's existing issued share capital. Certain of these concert parties have also given irrevocable undertakings as referred to above. With respect to these concert parties, valid acceptances of the Offer have been received in respect of 1,632,153 OPD Shares representing approximately 6.1 per cent of OPD's existing issued share capital. These acceptances are included in the total of valid acceptances referred to above. The details of the concert party holdings are set out in the Appendix. * Peter Hearn, Graphite and Offerco entered into an Exchange Agreement on 26 May 2009, the terms of which include a conditional agreement by Offerco to acquire at a price equal to the Offer Price 6,982,250 OPD Shares from Peter Hearn and 1,543,837 OPD Shares from Graphite. Such shares have today been acquired outside the terms of the Offer. Hence Offerco controls 8,526,087 OPD Shares, representing approximately 32.1 per cent of the existing issued share capital of OPD. * Accordingly as at 1.00 pm on 26 June 2009 Offerco either owned or had received valid acceptances in respect of a total of 14,372,460 OPD Shares, representing approximately 54.11 per cent. of OPD's existing issued share capital. * Accordingly the condition in paragraph (a) of Appendix I Part A of the Offer Document is now satisfied and the Offer has become unconditional as to acceptances. All other conditions having been either fulfilled or waived, the Offer has become wholly unconditional. * Save as disclosed in this Announcement or in the Offer Document neither Offerco nor any person who was or may have been deemed to be acting in concert with Offerco for the purposes of the Offer held any OPD Shares (or interests in or rights over such shares) prior to 15 May 2009, the first day of the Offer Period, nor have they acquired or agreed to acquire any such shares (or rights over such shares) since the commencement of the Offer Period. Offer extended * The Offer will be extended until 1.00 pm on 10 July 2009. * OPD Shareholders who want to accept the Offer should complete the Form of Acceptance and send this together with their share certificates to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, so as to be received as soon as possible and, in any event, by no later than 1.00 pm on 10 July 2009. OPD Shareholders who hold their shares in uncertificated form should ensure that an electronic acceptance is made through CREST as set out in the Offer Document. Definitions and availability of announcement * The definitions used in this announcement shall have the same meaning given to them in the Offer Document dated 5 June 2009. * This announcement, the Offer Document and all other documents, announcements or information published in relation to the Offer by Offerco will be available on the website of OPD (www.opdgroup.com). Enquiries: Herax Partners LLP (Acting on behalf of Offerco) +-------------------------------------------------+------------------+ | Angus MacPherson | +44 (0) 20 7355 | | | 9980 | +-------------------------------------------------+------------------+ | Andres Reig-Schmidt | +44 (0) 20 7355 | | | 9981 | +-------------------------------------------------+------------------+ The Appendix contains the sources and bases of information used in this Announcement, details of the irrevocable undertakings to accept the Offer received by Offerco and details of concert party holdings. Herax Partners LLP ("Herax"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Offerco and no one else in connection with the Offer and the matters referred to in this Announcement. Herax will not be responsible to any person other than Offerco for providing the protections afforded to customers of Herax, nor for providing advice in relation to the Offer or any other matter referred to in this Announcement. The full terms of and conditions to the Offer are set out in the Offer Document and the Form of Acceptance. In deciding whether or not to accept the Offer, OPD Shareholders should rely solely on the information contained in, and follow the procedures set out in, the Offer Document and Form of Acceptance. Terms defined in the Offer Document have the same meanings in this Announcement. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION, IN CONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT. The distribution of this Announcement in jurisdictions other than the United Kingdom and the availability of the Offer to persons outside the United Kingdom may be affected by the laws of other jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or OPD Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements of such jurisdictions. Unless otherwise determined by Offerco or required by the Code and permitted by applicable law and regulation, and subject to any dispensation required from the Takeover Panel, the Offer is not being and will not be made, directly or indirectly, in or into or from or by the use of the mails, or by any other means or instrumentality (including without limitation, telephonically or facsimile, telex, internet or any other form of electronic communication) of interstate or foreign commerce of, or through any facilities of a national securities exchange of the United States, Canada, Australia or Japan and any other jurisdiction to which or where the extension or acceptance of the Offer would breach or violate the law of that jurisdiction (each a "Restricted Jurisdiction"), and the Offer is not capable of acceptance by any such use, means, instrumentality or facilities from or within any Restricted Jurisdiction. Accordingly, unless otherwise determined by Offerco or required by the Code and permitted by applicable law and regulation copies of this Announcement and any other related document are not being, and must not be, directly or indirectly mailed, transmitted or otherwise forwarded, distributed or sent in or into any Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this Announcement and/or the Offer Document and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Notwithstanding the foregoing, Offerco will retain the right to permit the Offer to be accepted and any sale of securities pursuant to the Offer to be completed if, in its sole discretion, it is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation. The directors of Offerco, John Pike and Peter Hearn, accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the directors of Offerco (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. Further Information on the Offer This Announcement has been prepared for the purposes of complying with English law and the Code and 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. The Offer will be subject to the applicable rules and regulations of the Financial Services Authority, the London Stock Exchange and the Code. Forward Looking Statements This Announcement, including information included or incorporated by reference in this Announcement, may contain "forward-looking statements" concerning the financial condition, results of operation(s) and business(es) of OPD and Offerco. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties which because they relate to factors and events and depend on circumstances that will occur in the future could or may cause actual results or developments to differ materially from those expressed in or implied by the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this Announcement. Offerco assumes no obligation and does not intend to update these forward-looking statements, except as required pursuant to applicable law. If you are in any doubt about the Offer, the contents of this Announcement or what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent professional adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. APPENDIX (a) References to the existing issued share capital of OPD are references to OPD Shares in issue on 26 June 2009 (being the last Business Day prior to the release of this Announcement), being 26,560,334 OPD Shares. (b) Irrevocable undertakings to accept or procure the acceptance of the Offer in respect of the following OPD Shares have been given: +------------------------------+---------------------+--------------------------+ | Name | Number of OPD | Percentage of existing | | | Shares | issued share capital | +------------------------------+---------------------+--------------------------+ | Doug Sutherland | 38,715 | 0.15% | +------------------------------+---------------------+--------------------------+ | Ian Moss | 6,516 | 0.02% | | Francesca | 186,594 | 0.70% | | Robinson | 223,640 | 0.84% | | Richard | 105,813 | 0.40% | | Boggis-Rolfe | 122,074 | 0.46% | | Virginia | | | | Bottomley (i) | | | | Lucy | | | | Boggis-Rolfe | | | +------------------------------+---------------------+--------------------------+ | Marilyn Lee | 748,625 | 2.82% | +------------------------------+---------------------+--------------------------+ | The Hearn | 236,537 | 0.89% | | Foundation | | | +------------------------------+---------------------+--------------------------+ | Kleinwort Benson | 189,901 | 0.71% | | (Channel | | | | Islands) Pension | | | | Trustees Limited | | | | as Trustee of | | | | the OPD Group | | | | plc Employee | | | | Share Trust (ii) | | | +------------------------------+---------------------+--------------------------+ | International | 120,031 | 0.45% | | Resources Group | | | | Limited Employee | | | | Benefit Trust | | | | (iii) | | | +------------------------------+---------------------+--------------------------+ | | | | +------------------------------+---------------------+--------------------------+ | | | | +------------------------------+---------------------+--------------------------+ | Total | 1,978,446 | 7.45 % | +------------------------------+---------------------+--------------------------+ Notes: (i) Virginia Bottomley is the beneficial holder of 25,000 OPD Shares held through her Self-Invested Personal Pension as nominee (ii) held through KB (CI) Nominees ESOP Account (iii) held through Rysaffe Trustee Company (CI) Limited These irrevocable undertakings will only lapse and cease to be binding on the earlier of the following occurrences: * the Offer Document not being posted to the OPD Shareholders within 28 days (or such longer period as the Takeover Panel may agree being not more than six weeks) after 27 May 2009; * (for Richard Boggis-Rolfe, Lucy Boggis-Rolfe and Virginia Bottomley only) the Offer being declared or becoming unconditional in all respects, lapsing or being withdrawn without becoming unconditional in all respects; * the Offer closing, lapsing or being withdrawn (in accordance with its terms); or * the Offer not becoming or being declared unconditional in all respects by 6.00p.m. on 15 September 2009. (c) Of those irrevocable undertakings to accept the Offer referred to in (b) above, the following remain outstanding and have not been assented to the Offer: +------------------------------+---------------------+--------------------------+ | Name | Number of OPD | Percentage of existing | | | Shares | issued share capital | +------------------------------+---------------------+--------------------------+ | Virginia | 25,000 | 0.1% | | Bottomley (i) | | | | | | | +------------------------------+---------------------+--------------------------+ * (d) Holdings in OPD Shares of parties deemed under the Code to be acting in concert with Offerco on 26 June 2009 (being the last Business Day prior to this Announcement) were as follows: +------------------------------+---------------------+ | Name | Number of OPD | | | Shares | +------------------------------+---------------------+ | | | +------------------------------+---------------------+ | Francesca | 186,594 | | Robinson | 223,640 | | Richard | 105,813 | | Boggis-Rolfe | 122,074 | | Virginia | | | Bottomley (i) | | | Lucy | | | Boggis-Rolfe | | +------------------------------+---------------------+ | Marilyn Lee | 748,625 | +------------------------------+---------------------+ | The Hearn | 236,537 | | Foundation | | +------------------------------+---------------------+ | Simon Murphy | 17,500 | +------------------------------+---------------------+ | Jacqueline | 11,370 | | Richards | | +------------------------------+---------------------+ | William Eccles | 20,000 | | (ii) | | +------------------------------+---------------------+ | Claire Eccles | 11,370 | | Will Trust (ii) | | +------------------------------+---------------------+ | Total | 1,683,523 | +------------------------------+---------------------+ Notes: (i) Virginia Bottomley is the beneficial holder of 25,000 OPD Shares held through her Self-Invested Personal Pension as nominee (ii) held through a nominee company of their custodian, Rock (Nominees) Limited This information is provided by RNS The company news service from the London Stock Exchange END OUPILFFRRDIRFIA
1 Year Opd Chart |
1 Month Opd Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions