Offer Closed
September 01 2009 - 3:01AM
UK Regulatory
TIDMASTR TIDMEVOL
RNS Number : 2912Y
Astaire Group Plc
01 September 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
1 September 2009
Astaire Group PLC
Closing of Offer for Dowgate Capital PLC
Total Voting Rights
On 20 July 2009, Astaire Group PLC ("Astaire") declared the Offer (the "Offer")
to acquire the entire issued, and to be issued, share capital of Dowgate Capital
PLC ("Dowgate") unconditional and extended it until 1pm on 28 August 2009.
The Offer has now closed and is accordingly no longer open for acceptance.
Acceptance Levels
As at 1.00 p.m. (London time) on 28 August 2009 Astaire had received valid
acceptances in respect of 32,698,608 Dowgate Shares representing 82.81 per cent.
of the total voting rights of Dowgate. This total includes acceptances received
in respect of 6,667,281 Dowgate Shares (representing approximately 16.9 per
cent. of the total voting rights of Dowgate) which were subject to irrevocable
undertakings. Of the acceptances, 15,816,518 Dowgate Shares accepted the Basic
Offer and 16,882,090 Dowgate Shares accepted the Alternative Offer.
Prior to the Offer, Astaire held 4,316,794 Dowgate Shares, representing
approximately 10.93 per cent. of the total voting rights of Dowgate.
Accordingly, as at 1.00 p.m. (London time) on 28 August 2009, Astaire owned, or
had received valid acceptances in respect of, 37,015,402 Dowgate Shares,
representing approximately 93.74 per cent. of the total voting rights of
Dowgate.
Compulsory Acquisition
Having acquired in excess of 90 per cent. in value of the shares to which the
Offer relates and not less than 90 per cent. of the voting rights carried by
those shares, Astaire will proceed to apply the provisions of sections 979 to
982 (inclusive) of the 2006 Act to acquire compulsorily any remaining Dowgate
Shares that have not accepted the Offer.
Issue of New Astaire Shares and Admission to trading on AIM
A further 307,993 New Astaire Shares will be allotted to those Dowgate
Shareholders that have accepted the Offer since 1.00 p.m. on 21 August 2009
pursuant to the terms of the Offer.Application has been made for the 307,993 New
Astaire Shares to be admitted to trading on AIM and dealings are expected to
commence on 4 September 2009.
Total Voting Rights
In accordance with the FSA's Disclosure and Transparency Rules, Astaire Group
PLC ("the Company") notifies the market of the following:
As at 31 August 2009, the Company's issued share capital consisted of
202,924,888 ordinary shares with a nominal value of 0.1p each with voting
rights. The Company does not hold any shares in Treasury. Therefore, the total
number of voting rights in Astaire Group PLC is 202,924,888.
The above figure of 202,924,888 may be used by shareholders in the Company as
the denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change in their interest in, the
share capital of the Company under the FSA's Disclosure and Transparency Rules.
After the 307,993 New Astaire Shares have been allotted, Astaire will have
203,232,881 ordinary shares of 0.1p each in issue with ISIN GB0031729194.
Interests in Relevant Securities
Save as disclosed above, neither Astaire nor any of the directors of Astaire,
nor, so far as the directors of Astaire are aware, any person acting in concert
with Astaire for the purposes of the Offer has any interest in, right to
subscribe for, or has borrowed or lent any Dowgate Shares or securities
convertible or exchangeable into Dowgate Shares ("Dowgate Securities"), nor does
any such person have any short position (whether conditional or absolute and
whether in money or otherwise), including any short position under a derivative,
any agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery in relation to the Dowgate Securities.
Terms used in this announcement have the same meaning given to them in the Offer
Document.
A copy of this announcement is available on Astaire's website at
www.astairegroup.co.uk.
Enquiries:
+------------------------------------+------------------------------------+
| Astaire Group PLC | Tel: 020 7448 4400 |
| Edward Vandyk | www.astairegroup.co.uk |
| | |
+------------------------------------+------------------------------------+
| Astaire Securities PLC | Tel: 020 7448 4400 |
| Shane Gallwey and Toby Gibbs | |
| | |
+------------------------------------+------------------------------------+
| Fairfax I.S. PLC | Tel: 020 7598 5368 |
| Jeremy Porter | |
| | |
+------------------------------------+------------------------------------+
| Maitland | Tel: 020 7379 5151 |
| Neil Bennett and George Hudson | |
| | |
+------------------------------------+------------------------------------+
The Astaire Directors accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the Astaire
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this Announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
This announcement is not intended to be and does not constitute, or form part
of, an offer or an invitation to purchase or subscribe for any securities.
Astaire Securities plc and Fairfax I.S. plc, which are authorised and regulated
in the United Kingdom by the Financial Services Authority, are acting
exclusively for Astaire Group plc and no-one else in connection with the Offer
and will not be responsible to anyone other than Astaire Group plc for providing
the protections afforded to their respective customers, nor for providing advice
in relation to the Offer or any other matter referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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