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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Hyloris Pharmaceuticals SA | EU:HYL | Euronext | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.70 | 11.80 | 13.00 | 0.00 | 06:30:22 |
RNS Number:6505N Soldier Limited 17 July 2003 Not for release, publication or distribution in, into or from the United States, Canada, Australia or Japan RECOMMENDED REVISED INCREASED CASH OFFER by KPMG Corporate Finance on behalf of Soldier Limited ("Soldier") for Hamleys plc ("Hamleys") Posting of Revised Increased Offer Document The board of Soldier has noted the announcement earlier today by ING Investment Banking on behalf of Children's Stores Holdings Limited ("Children's Stores") that it was withdrawing its offer of 230 pence per Hamleys Share and that Children's Stores and DC Thomson & Company Limited, its concert party, have agreed to sell all of their existing shares in Hamleys to A Holding S.A., a subsidiary of Baugur and a concert party with Soldier, at 254 pence per Hamleys Share, conditional upon the posting of the Revised Increased Offer Document. Following this statement the Independent Directors of Hamleys announced that they would be recommending the Revised Increased Offer from Soldier. Accordingly, the board of Soldier announces that the Revised Increased Offer Document and Revised Form of Acceptance, in respect of the Revised Increased Offer of 254 pence per Hamleys Share announced on 3 July 2003, will be posted later today to Hamleys Shareholders and, for information only, to participants in the Hamleys Share Schemes. The next closing date for the Revised Increased Offer has been extended to 3.00 p.m. on 31 July 2003. If you have already accepted Soldier's Original Offer, you need take no further action: you will automatically receive the benefit of the Revised Increased Offer. If you have not already accepted Soldier's Original Offer and your Hamleys Shares are held in certificated form, you should complete and return the Revised Form of Acceptance as soon as possible; if your Hamleys Shares are held in uncertificated form (that is, in CREST), you should not sign the Revised Form of Acceptance but should transfer your Hamleys Shares to an escrow balance in accordance with the procedure set out in the Revised Increased Offer Document. As at 3.00 p.m. on 16 July 2003, valid acceptances of the Original Offer had been received in respect of, in aggregate, 559,745 Hamleys Shares, representing approximately 2.4 per cent. of the entire existing issued ordinary share capital of Hamleys. This total includes valid acceptances received from the Independent Directors pursuant to the irrevocable undertakings which they have given in respect of 62,250 Hamleys Shares, representing approximately 0.3 per cent. of the entire existing issued ordinary share capital of Hamleys. These irrevocable undertakings lapse only in the event of the Revised Increased Offer lapsing or being withdrawn. In addition, A Holding S.A., a subsidiary of Baugur and a party acting in concert with Soldier, has purchased or conditionally agreed to purchase 6,069,812 Hamleys Shares (including 3,513,548 Hamleys Shares from Children's Stores and DC Thomson & Company Limited referred to above), representing approximately 26.3 per cent. of the entire existing issued ordinary share capital of Hamleys, at a price of 254 pence per Hamleys Share. Soldier has also received irrevocable undertakings to accept (or to take steps within the undertaker's power to cause acceptance of) the Revised Increased Offer from certain Hamleys Shareholders in respect of, in aggregate, 2,845,175 Hamleys Shares, representing approximately 12.3 per cent. of the entire existing issued ordinary share capital of Hamleys. Of these, the irrevocable undertaking in respect of 1,752,175 Hamleys Shares will cease to be binding in the event that a higher competing offer is made which, including any future dividend paid by Hamleys, is equal to or greater than 267 pence in cash per Hamleys Share or where the giver of the undertaking ceases to be vested with active discretionary control over such Hamleys Shares. The irrevocable undertaking in respect of 1,093,000 Hamleys Shares will cease to be binding in the event that any higher competing offer is made. In addition, by virtue of the Hamleys Management Share Exchange Agreement (which was amended by a supplemental agreement dated 27 June 2003), Soldier has conditionally contracted to acquire, in aggregate, 36,585 Hamleys Shares from Hamleys Management, representing approximately 0.2 per cent. of Hamleys' entire existing issued ordinary share capital, together with a further 439,741 Hamleys Shares upon exercise of certain options held under the Hamleys plc Unapproved Executive Share Option Scheme. This agreement is conditional upon the Revised Increased Offer becoming or being declared unconditional in all respects and Soldier legally and beneficially holding more than 25 per cent. of Hamleys' entire existing issued ordinary share capital. Accordingly, Soldier and its concert parties have acquired or conditionally contracted to acquire, or have received acceptances of, or undertakings to accept (or to take steps within the undertaker's power to cause acceptance of) the Revised Increased Offer in respect of, in aggregate, 9,511,317 Hamleys Shares currently in issue, representing approximately 41.2 per cent. of Hamleys' entire existing issued ordinary share capital. In addition, Soldier has conditionally contracted to acquire 439,741 Hamleys Shares upon exercise of certain options under the Hamleys plc Unapproved Executive Share Option Scheme. Prior to the Offer Period, Soldier held no Hamleys Shares and Hamleys Management held an interest in 36,585 Hamleys Shares, representing approximately 0.2 per cent. of the entire existing issued ordinary share capital of Hamleys. In addition, prior to the Offer Period, the Hamleys Management held options to subscribe for, in aggregate, a maximum of 515,819 Hamleys Shares under the Hamleys Share Schemes. Words and expressions defined in the Original Offer Document dated 19 June 2003 and set out in the Revised Increased Offer announcement dated 3 July 2003 shall apply for the purposes of this announcement. Enquiries: Gavin Anderson & Company (PR adviser to Baugur) Tel: 020 7554 1400 Neil Bennett Halldor Larusson Soldier Tel: 020 7479 7313 John Watkinson KPMG Corporate Finance (financial adviser to Soldier) Tel: 020 7311 1000 David McCorquodale Michael McDonagh The availability of the Revised Increased Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Persons who are not resident in the UK should obtain advice and observe any applicable requirements. The Revised Increased Offer, including the Loan Note Alternative, is not being made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex or telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of the United States, Canada, Australia or Japan, and the Revised Increased Offer will not be capable of acceptance by any such means, instrumentality or facility from within the United States, Canada, Australia or Japan. Accordingly, copies of this announcement and any other documents related to the Revised Increased Offer are not being, and must not be, mailed or otherwise distributed or sent in or into the United States, Canada, Australia or Japan and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Revised Increased Offer by persons in any such jurisdiction. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities. KPMG Corporate Finance, a division of KPMG LLP which is authorised in the United Kingdom by the Financial Services Authority for investment business activities, is acting for the Company as financial adviser in relation to the Revised Increased Offer and is not acting for any other person in relation to such offer. KPMG Corporate Finance will not be responsible to anyone other than Soldier for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any transaction or arrangement referred to herein. This information is provided by RNS The company news service from the London Stock Exchange END ODPGUGDRUDBGGXR
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