Offer Update
October 31 2005 - 2:00AM
UK Regulatory
RNS Number:3531T
ACG Rented Properties Plc
31 October 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR IRELAND
31 October 2005
Recommended Cash Offer for Basepoint plc
by John East & Partners Limited on behalf of
ACG Rented Properties PLC
Offer unconditional in all respects
Level of Acceptances
On 7 October 2005, the Basepoint Independent Directors and the ACG Rented
Properties Directors announced the terms of a recommended cash offer to be made
by John East & Partners Limited on behalf of ACG Rented Properties of 187.5p for
every Basepoint Share. The Offer Document was despatched to Basepoint
Shareholders on 7 October 2005.
ACG Rented Properties announces that as at 1.00 p.m. on 28 October 2005, the
first closing date of the Offer, it had received valid acceptances of the Offer
in respect of a total of 6,665,722 Basepoint Shares, representing approximately
59.22 per cent. of Basepoint's existing issued share capital.
As all the outstanding conditions to the Offer have either been satisfied or
waived, ACG Rented Properties also announces that the Offer has been declared
unconditional in all respects and will remain open for acceptance until further
notice.
Included in the acceptance figures above, are valid acceptances received
pursuant to irrevocable undertakings to accept the Offer in respect of 2,867,395
Basepoint Shares, representing 25.47 per cent. of the existing issued share
capital of Basepoint (including acceptances received pursuant to irrevocable
undertakings to accept the Offer in respect of 62,625 Basepoint Shares,
representing 0.56 per cent. of the existing issued share capital of Basepoint
from Denis Taylor and Derek Joseph, directors of both ACG Rented Properties PLC
and Basepoint plc).
Other acceptances pursuant to irrevocable undertakings to accept the Offer which
amounted to 59,250 Basepoint Shares (representing approximately 0.53 per cent.
of the existing issued share capital of Basepoint) had not been received by the
first closing date, but are expected shortly.
At the time of the making of the Offer, ACG Rented Properties held 3,807,402
Basepoint Shares, which represents 33.83 per cent. of the existing issued share
capital of Basepoint. No Basepoint Shares have been acquired or agreed to be
acquired by ACG Rented Properties during the Offer Period.
Accordingly, ACG Rented Properties now holds or has received valid acceptances
of the Offer in respect of, in aggregate, 10,473,124 Basepoint Shares,
representing 93.04 per cent. of the existing issued share capital of Basepoint.
To the extent that they have not already done so, Basepoint Shareholders who
hold their Basepoint Shares in certificated form and who wish to accept the
Offer should complete, sign and return their Forms of Acceptance as soon as
possible in accordance with the instructions set out in the Offer Document and
the Form of Acceptance.
Basepoint Shareholders who hold their Basepoint Shares in uncertificated form
and who wish to accept the Offer should send to CRESTCo a TTE Instruction in
relation to such shares as soon as possible. The procedure for acceptance of the
Offer is set out in paragraph 13 of Part II of the Offer Document.
Cancellation of Admission
As stated in the Offer document, it is ACG Rented Properties' intention to
procure that Basepoint will apply for cancellation of admission of the Basepoint
Shares to trading on AIM. It is expected that the cancellation will take effect
on 5 December 2005.
Basepoint Shareholders who have not accepted the Offer should note that the
cancellation is likely to reduce significantly the liquidity and marketability
of Basepoint Shares.
Compulsory Acquisition
Once ACG Rented Properties receives acceptances under the Offer in respect of
and/or otherwise acquires, 90 per cent. or more of the Basepoint Shares to which
the Offer relates, ACG Rented Properties intends to exercise its rights pursuant
to the provisions of section 428 to 430F (inclusive) of the Act to acquire
compulsorily any outstanding Basepoint Shares not acquired or agreed to be
acquired pursuant to the Offer or otherwise.
Notes:
1. The Offer extends to any Basepoint Shares which have been unconditionally
allotted or issued and fully paid (or credited as fully paid) whilst the
Offer remains open for acceptance (or such earlier dates as ACG Rented
Properties may, subject to the City Code, decide), including Basepoint
Shares issued pursuant to an exercise of options granted under the
Basepoint Share Option Schemes.
2. Save as disclosed in this announcement, neither ACG Rented Properties,
the directors of ACG Rented Properties, nor their immediate families and
connected persons and parties deemed to be acting in concert with ACG
Rented Properties for the purposes of the City Code owned or controlled, or
held any rights over Basepoint Shares immediately prior to the commencement
of the offer period on 7 October 2005, nor have they acquired or agreed to
acquire any Basepoint Shares (or rights over such shares) during the Offer
Period.
3. The Offer is not being made, directly or indirectly, in or into or by the
use of mails or other means of instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign
commerce, or any facility of a national securities exchange, of a
Restricted Jurisdiction (including the United States, Canada, Australia,
Japan or Ireland) and the Offer will not be capable of acceptance by such
use, means, instrumentality or facilities from or within a Restricted
Jurisdiction. Accordingly, copies of this announcement and related
documents, including the Form of Acceptance (in respect of certificated
Basepoint Shares), are not being, and must not be in whole or in part,
directly or indirectly, mailed or otherwise forwarded, distributed or sent
in or into or from a Restricted Jurisdiction. Doing so may render invalid
any purported acceptance of the Offer.
4. Unless the context otherwise requires, the terms and expressions in this
announcement have the same meaning as those defined in the Offer Document
dated 7 October 2005.
For further information contact:
ACG Rented Properties PLC
Denis Taylor Tel: 01753 753900
John East & Partners Limited
John East/Simon Clements Tel: 020 7628 2200
To the best of the knowledge and belief of the ACG Rented Properties Directors
(who have taken reasonable care to ensure that such is the case) the information
contained in this announcement for which they respectively take responsibility
is in accordance with the facts and does not omit anything likely to affect the
import of such information.
John East & Partners Limited, which is authorised and regulated by the Financial
Services Authority, is acting for ACG Rented Properties and no one else in
connection with the Offer and will not be responsible to anyone other than ACG
Rented Properties for providing the protections afforded to clients of John East
and Partners Limited nor for giving advice in relation to the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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