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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Tgi | LSE:TGI | London | Ordinary Share | GB0008687369 | 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:2863Q TC Group 21 January 2002 TC Group A/S 21 January 2002 Not for release, publication, or distribution in or into the United States, Canada, Australia or Japan Recommended cash offer by Hoare Govett Limited on behalf of TC Group A/S for TGI plc declared unconditional in all respects Further to the announcement on 7 January 2002 that the Offer had been declared unconditional as to acceptances, TC Group announces that all of the conditions to the Offer for TGI have now either been satisfied or waived and that the Offer has now been declared unconditional in all respects. Consideration Settlement of the consideration due under the Offer in respect of acceptances complete in all respects received not later than 3.00 pm on 21 January 2002 will be despatched on or before 4 February 2002, and within 14 days of the date of receipt in respect of further acceptances which are complete in all respects. Acceptances TC Group announces that as at 3.00 pm on 21 January 2002 TC Group had received valid acceptances, which were complete in all respects, in respect of 20,342,307 TGI Shares, representing approximately 93.92 per cent of the current issued share capital of TGI. The Offer and the Loan Note Alternative will remain open for acceptance until further notice. Loan Note Alternative The total acceptances referred to above include valid elections for the Loan Note Alternative in respect of 2,893,775 TGI Shares, representing approximately 13.36 per cent of the current issued share capital of TGI. Optionholders As stated in the Offer Document, appropriate proposals to TGI Optionholders under the TGI Share Option Schemes will be made in due course. Compulsory acquisition and de-listing TC Group is now entitled to exercise its rights pursuant to sections 428 to 430F of the Companies Act to acquire compulsorily all of the outstanding TGI Shares in respect of which valid acceptances have not been received and will shortly post the requisite notices pursuant to section 429 of the Companies Act in exercise of such rights. In the Offer Document, TC Group stated that, following the Offer becoming or being declared unconditional in all respects, it would procure that TGI applies to the UK Listing Authority for cancellation of the listing of the TGI Shares on the Official List and to the London Stock Exchange for admission to trading of TGI Shares to be cancelled. The 20 business day notice period to such cancellation has now commenced and the anticipated date of such cancellation is 19 February 2002. Further information The Directors of TGI and certain of their connected persons, Mr and Mrs N Crocker and certain institutional and other shareholders irrevocably undertook to accept the Offer in respect of 8,318,955 TGI Shares, representing approximately 38.41 per cent of TGI's current issued share capital. Acceptances have been received in respect of all of these TGI Shares. Neither TC Group nor any of the directors of TC Group nor, so far as TC Group is aware, any persons acting or deemed to be acting in concert with TC Group held any TGI Shares (or rights over such shares) prior to the commencement of the Offer Period nor have they acquired or agreed to acquire any TGI Shares (or rights over such shares) during the Offer Period, save under the Offer. TGI Shareholders who wish to accept the Offer, and have not yet done so, should return their Form of Acceptance as soon as possible. Further Forms of Acceptance are available from Capita IRG Plc, New Issues Department, Bourne House, 34 Beckenham Road, Beckenham, Kent BR3 4TH (telephone: 0870 162 3100). Terms used in this announcement are defined in the Offer Document dated 14 December 2001. Enquiries: TC Group A/S 00 45 8742 7000 Anders Fauerskov Chief Executive Hoare Govett Limited 020 7678 8000 Chris Fielding Director, Corporate Finance Will Shaw Director, Corporate Broking 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 facilities of a national securities exchange of, the United States, Canada, Australia or Japan and the Offer is not capable of acceptance by any such use, means, instrumentality, or facilities from or within, 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, into or from the United States, Canada, Australia or Japan and persons receiving this announcement and any related document (including nominees, trustees or custodians) must not mail or otherwise forward, distribute or send it in, 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 Loan Notes have not been, nor will they be, registered under the 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 the Loan Notes have not 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, the Loan Notes may not (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. Hoare Govett Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for TC Group and no one else in connection with the Offer and will not be responsible to anyone other than TC Group for providing the protections afforded to clients of Hoare Govett Limited or for giving advice in relation to the Offer. This information is provided by RNS The company news service from the London Stock Exchange
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