Offer by SWK (UK) PLC
January 19 2004 - 2:30AM
UK Regulatory
RNS Number:3593U
SWK (UK) PLC
19 January 2004
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada or Japan
Embargoed until 7.30am
19 January 2004
RECOMMENDED CASH OFFER BY UBS INVESTMENT BANK ("UBS") ON BEHALF OF SWK (UK) PLC
("SWK") for BLICK PLC ("BLICK") (the "OFFER")
Offer declared wholly unconditional
SWK announces today that as at 3.00 p.m. (London time) on 16 January 2004, valid
acceptances had been received in respect of 26,890,286 Blick Shares,
representing approximately 85.92 per cent. of Blick's issued share capital.
These include valid acceptances in respect of 4,946,859 Blick Shares,
representing approximately 15.8 per cent. of Blick's issued share capital,
pursuant to irrevocable undertakings given to SWK to accept the Offer as
disclosed in the Offer Document relating to the Offer published on 19 December
2003. All conditions to the Offer have now either been satisfied or, where
permitted, waived. Accordingly the Offer is declared unconditional in all
respects.
The Offer, which remains subject to the terms set out in the Offer Document,
will remain open for acceptance until 3.00pm on 30 January 2004 (or such later
date as SWK may determine).
Blick Shareholders who hold Blick Shares in certificated form who wish to accept
the Offer and have not yet done so should complete the Form of Acceptance as
soon as possible and in any event not later than 30 January 2004 in accordance
with the instructions printed thereon and send it (with their share
certificate(s) and/or other document(s) of title) as soon as possible so as to
be received by post or by hand (during normal business hours only) by
Computershare. Blick Shareholders who hold Blick Shares in uncertificated form,
that is, in CREST, should return the Form of Acceptance duly completed in
accordance with the instructions printed thereon and take the actions set out in
paragraph 16(d) in Part 2 of the Offer Document in order to transfer their Blick
Shares to an escrow balance.
Save as set out in this Announcement or the Offer Document, neither SWK nor
Stanley nor any person acting in concert with SWK or Stanley for the purposes of
the Offer held any Blick Shares (or rights over such shares) on 9 December 2003,
the last dealing day prior to the commencement of the Offer Period, nor has any
such person acquired or agreed to acquire any such shares (or rights over such
shares) since the commencement of the Offer Period other than pursuant to the
Offer.
Enquiries
The Stanley Works
For The Stanley Works investors/shareholders/media:
Gerry Gould, Investor Relations Tel: +1 (860) 827 3833
UBS-financial adviser to SWK:
Tel: +44 (0) 20 7568 1000
Joel Hope-Bell
Unless the context otherwise requires, defined terms where used herein have the
same meanings as are ascribed to them in the Offer Document relating to the
Offer dated 19 December 2003.
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
or subscribe for any securities pursuant to the Offer or otherwise.
The laws of the relevant jurisdictions may affect the availability of the Offer
to persons who are not resident in the United Kingdom or who are subject to
other jurisdictions. Persons who are not resident in the United Kingdom or who
are subject to any jurisdiction other than the United Kingdom, should inform
themselves about, and observe, any applicable requirements.
The Offer (including the Partial Loan Note Alternative) is not being made,
directly or indirectly, in or into, or by use of the mails or any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facilities of a
national, state or other securities exchange of Australia, Canada or Japan, and
the Offer should not be accepted by any such use, means, instrumentality or
facilities or from within Australia, Canada or Japan. Accordingly, copies of
this announcement and formal documentation relating to the Offer are not being,
and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into Australia, Canada or Japan and persons receiving
this announcement and/or formal documentation relating to the offer (including
custodians, nominees and trustees) should not distribute or send them into or
from Australia, Canada or Japan. Doing so may render invalid any related
purported acceptance of the Offer.
The Loan Notes to be issued pursuant to the Offer have not been, and will not
be, listed on any stock exchange. The Loan Notes will not be registered under
the US Securities Act, or under any relevant securities laws of any state or
other jurisdiction of the United States or the relevant securities laws of
Japan, nor have clearances been, nor will they be, obtained from the securities
commission or similar authority of any province or territory of Canada, nor has
a prospectus in relation to the Loan Notes been, nor will one be, lodged with or
registered by the Australian Securities and Investments Commission, nor have any
steps been taken, nor will any steps be taken, to enable the Loan Notes to be
offered in compliance with applicable securities laws of Japan. Accordingly,
unless an exemption under such act or securities laws is available, Loan Notes
may not be offered, sold, re-sold or delivered, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce of, or any facilities of a national, state or other securities exchange
of Australia, Canada, Japan or the United States, or any other jurisdiction in
which an offer of Loan Notes would constitute (or result in the Offer
constituting) a violation of relevant laws or require registration thereof, or
to or for the account or benefit of any resident or person subject to the
jurisdiction of Australia, Canada, Japan or the United States or any such other
jurisdiction.
UBS is acting for Stanley and SWK in connection with the Offer and no-one else
and will not be responsible to anyone other than Stanley and SWK for providing
the protections offered to clients of UBS nor for providing 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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