Brockhampton First Closing
November 19 2001 - 2:00AM
UK Regulatory
RNS Number:3037N
South Downs Limited
19 November 2001
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Recommended Cash Offers by N M Rothschild & Sons Limited
on behalf of South Downs Limited for
Brockhampton Holdings plc
South Downs announces that as at 3.00 p.m. on 16 November
2001, the first closing date for its recommended cash offers
to acquire the entire issued ordinary voting and "A" ordinary
non-voting share capital of Brockhampton, valid acceptances
had been received in respect of 4,146,476 Brockhampton
Ordinary Shares and 42,504,224 Brockhampton "A" Shares,
representing approximately 97.2 per cent. and 95.1 per cent.
of the issued ordinary voting and "A" ordinary non-voting
share capital, respectively, of Brockhampton. Of the total
number of acceptances, elections for the Loan Note Alternative
have been received in respect of 40,413 Brockhampton Ordinary
Shares and 1,180,716 Brockhampton "A" Shares, representing
approximately 0.95 per cent. and 2.6 per cent. of the issued
ordinary voting and "A" ordinary non-voting share capital,
respectively, of Brockhampton.
On 6 November 2001, the Ordinary Offer was declared
unconditional as to acceptances. The "A" Share Offer is now
also declared unconditional as to acceptances. Both Offers
and the Loan Note Alternative, as contained in the Offer
Document posted to Brockhampton Shareholders on 26 October
2001, will remain open until further notice.
As at 24 October 2001, the date of announcement of the Offers,
South Downs had received irrevocable undertakings to accept
the Offers in respect of 3,668,976 Brockhampton Ordinary
Shares and 23,074,424 Brockhampton "A" Shares, representing
approximately 86.0 per cent. and 51.6 per cent. of the issued
ordinary voting and "A" ordinary non-voting share capital,
respectively, of Brockhampton. South Downs has now received
valid acceptances in respect of all of the Brockhampton Shares
subject to these irrevocable undertakings and these are
included in the acceptance levels reported above.
Save for the irrevocable undertakings referred to above,
neither South Downs nor any persons deemed to be acting in
concert with South Downs have acquired or agreed to acquire
any Brockhampton Ordinary Shares or Brockhampton "A" Shares
during the Offer Period commencing on 24 October 2001 and no
acceptances of the Offers have been received from any persons
deemed to be acting in concert with South Downs. Immediately
prior to the commencement of the Offer Period, Mr Nicholas
Roadnight and Mr Neville Smith, who are acting in concert with
South Downs, held, together with their connected persons,
39,463 Brockhampton "A" Shares and options over 1,472
Brockhampton Ordinary Shares and 28,765 Brockhampton "A"
Shares. Save for these options and the irrevocable
undertakings summarised above, neither South Downs nor any
persons deemed to be acting in concert with South Downs at
that time held any Brockhampton Shares.
The definitions set out in the Offer Document dated 26 October
2001 apply to this announcement unless otherwise indicated.
Enquiries
South Downs:
Rory Cullinan Tel: 020 7360 4900
Nicholas Roadnight Tel: 020 7360 4900
Rothschild:
Richard Noble Tel: 020 7280 5000
Ed Welsh Tel: 020 7280 5000
Brockhampton:
Martin Copp Tel: 01425 474 241
Close Brothers:
Peter Alcaraz Tel: 020 7655 3100
David Bezem Tel: 020 7655 3100
Smithfield Financial:
John Antcliffe Tel: 020 7360 4900
Rothschild, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for RBS
and South Downs and for no one else in connection with the
Offers and will not be responsible to anyone other than RBS
and South Downs for providing the protections afforded to
customers of Rothschild nor for giving advice in relation to
the Offers.
Close Brothers, which is regulated in the United Kingdom by
The Securities and Futures Authority Limited, is acting for
Brockhampton and for no one else in connection with the Offers
and will not be responsible to anyone other than Brockhampton
for providing the protections afforded to customers of Close
Brothers nor for giving advice in relation to the Offers.
The Offers (including the Loan Note Alternative) are 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 or electronic transmission, telex and
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 Offers cannot be
accepted by any such use, means, instrumentality or facility
or from within the United States, Canada, Australia or Japan.
The Loan Notes have not been, and will not be, registered
under the Securities Act nor under the securities laws of any
state of the United States nor the applicable securities laws
of Canada, Australia or Japan. The Loan Notes may not be
offered, sold or delivered (directly or indirectly) in or into
the United States, Canada, Australia or Japan.
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