Brockhampton Unconditional
December 07 2001 - 12:21PM
UK Regulatory
RNS Number:3894O
South Downs Limited
7 December 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
OFFERS DECLARED UNCONDITIONAL IN ALL RESPECTS
South Downs announces that all conditions to the Offers have
now either been satisfied or waived. Accordingly, the Offers
have now been declared unconditional in all respects.
As at 3.00 p.m. on 7 December 2001, the second closing date
for the Offers, valid acceptances had been received in respect
of 4,166,306 Brockhampton Ordinary Shares and 43,102,712
Brockhampton "A" Shares, representing approximately 97.7 per
cent. and 96.4 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
43,866 Brockhampton Ordinary Shares and 1,301,327 Brockhampton
"A" Shares, representing approximately 1.0 per cent. and 2.9
per cent. of the issued ordinary voting and "A" ordinary non-
voting share capital, respectively, of Brockhampton.
While elections for the Loan Note Alternative have not
exceeded the minimum acceptance condition as detailed in the
Offer Document posted to Brockhampton Shareholders on 26
October 2001, South Downs has decided to waive this condition
and will issue Loan Notes to those Brockhampton Shareholders
who have validly elected to receive Loan Notes in respect of
all or part of their Brockhampton Shares, in accordance with
the terms contained in the Offer Document.
The Offers and the Loan Note Alternative will remain open for
acceptances until further notice.
Cheques for consideration payable in respect of acceptances
received not later than 3.00 p.m. on 7 December 2001 will be
despatched to accepting Brockhampton Shareholders not later
than 21 December 2001. Brockhampton Shareholders who wish to
accept the Offers and have not yet done so should return their
completed Forms of Acceptances as soon as possible.
South Downs intends to apply for the cancellation of the
listing of Brockhampton Shares on the Official List and the
cancellation of trading in Brockhampton Shares on the London
Stock Exchange. South Downs also intends to acquire
compulsorily any outstanding Brockhampton Shares to which the
Offers relate by applying the provisions of sections 428 to
430F of the Companies Act 1985.
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 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 shares and 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 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 clients of Rothschild nor for giving
advice in relation to the Offers.
Close Brothers 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 clients 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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