Offer update re OPD Group

 

TIDMOPD 
 
RNS Number : 2766W 
Offerco Limited 
24 July 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 
24 July 2009 
 
 
For immediate release 
 
 
Recommended Cash Offer 
by 
Offerco Limited ("Offerco") 
for 
OPD Group plc ("OPD") 
 
 
Acceptance level as at 24 July 2009 
 Offer closed 
 
 
Summary 
  *  The Board of Offerco announces the level of acceptances for its Offer for OPD as 
  at 1.00pm on 24 July 2009 and at that time the Offer was declared closed. 
 
Acceptance level and closure of Offer 
  *  As at 1.00 pm on 24 July 2009 valid acceptances had been received in respect of 
  a total of 8,185,039 OPD Shares representing approximately 30.81 per cent of 
  OPD's existing issued share capital. 
  *  Offerco owns 8,526,087 OPD Shares and accordingly as at 1.00 pm on 24 July 2009 
  Offerco either owned or had received valid acceptances in respect of a total of 
  16,711,126 OPD Shares, representing approximately 62.91 per cent of OPD's 
  existing issued share capital. 
 
Definitions and availability of this 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                                | [phone]  | 
|                                                 | 9980             | 
+-------------------------------------------------+------------------+ 
| Andres Reig-Schmidt                             | [phone]  | 
|                                                 | 9981             | 
+-------------------------------------------------+------------------+ 
 
 
 
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. 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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