L'Oreal S.A
12 April 2006
FOR IMMEDIATE RELEASE
L'Oreal
12 April 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Recommended cash offer
by JPMorgan Cazenove Limited
on behalf of L'Oreal
for
The Body Shop International PLC
Posting of Offer Document
Further to the announcement made on 17 March 2006, L'Oreal announces that the
offer document (the 'Offer Document') containing the full terms and conditions
of the Offer being made by JPMorgan Cazenove Limited, on behalf of L'Oreal, to
acquire the entire issued and to be issued share capital of The Body Shop
International PLC ('The Body Shop') not already owned by L'Oreal, is being
posted to The Body Shop Shareholders today, together with the Form of
Acceptance.
To accept the Offer in respect of The Body Shop Shares held in certificated form
(that is, not in CREST), the Form of Acceptance should be completed, signed and
returned in accordance with the instructions set out in the Offer Document and
on the Form of Acceptance, so as to be received as soon as possible and, in any
event, by no later than 1.00 p.m. (London time) on 3 May 2006.
To accept the Offer in respect of The Body Shop Shares held in uncertificated
form (that is, in CREST), you should not return the Form of Acceptance but
instead accept the Offer electronically through CREST in accordance with the
instructions set out in the Offer Document, so that the TTE instruction settles
as soon as possible and, in any event, by no later than 1:00 p.m (London time)
on 3 May 2006. If you are a CREST sponsored member, you should refer to your
CREST sponsor before taking any action. Only your CREST sponsor will be able to
send the TTE instruction(s) to CRESTCo in relation to your The Body Shop Shares.
Copies of the Offer Document are available for collection (during normal
business hours) from Lloyds TSB Registrars at The Causeway, Worthing, West
Sussex, BN99 6DA and will shortly be available on L'Oreal's website,
www.loreal-finance.com.
Terms defined in the Offer Document have the same meanings in this announcement.
Enquiries:
L'Oreal
General +33 1 47 56 70 00
Analysts and institutional investors of L'Oreal
Mrs Caroline Millot +33 1 47 56 86 82
Individual Shareholders of L'Oreal and market authorities
Mr. Jean-Regis Carof +33 1 47 56 83 02
Journalists
Mr. Mike Rumsby +33 1 47 56 76 71
JPMorgan Cazenove +44 207 588 2828
Mark Breuer
Barry Weir
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The Body Shop Shareholders are advised to
read carefully the Offer Document and Form of Acceptance in relation to the
Offer. This contains the full terms and conditions of the Offer, including
details of how the Offer may be accepted.
JPMorgan Cazenove, which is authorised by the Financial Services Authority, is
acting exclusively for L'Oreal and no one else in connection with the Offer and
will not be responsible to anyone other than L'Oreal for providing the
protections afforded to clients of JPMorgan Cazenove or for providing advice in
relation to the Offer or any other matters referred to in this announcement.
The availability of the Offer to The Body Shop Shareholders who are not resident
in and citizens of the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are citizens.
Such persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further detail in relation to
overseas shareholders is contained in the Offer Document.
The Loan Notes which may be issued pursuant to the Loan Note Alternative have
not been, and will not be, registered under the Exchange Act or under the
securities laws of any state or other jurisdiction of the United States; the
relevant clearances have not been, and will not be, obtained from the securities
commission of any province, territory or jurisdiction of Canada; and no
prospectus has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance. Accordingly, unless
an exemption under such act or securities laws is available or unless otherwise
determined by L'Oreal and permitted by applicable law and regulation, the Loan
Notes may not be, offered, sold, resold, delivered or transferred, directly or
indirectly, in or into the United States, Canada, Australia or Japan or any
other jurisdiction if to do so would constitute a violation of the relevant laws
of, or require registration thereof in, such jurisdiction or to, or for the
account or benefit of, a person located in the United States, Canada, Australia
or Japan. This document does not constitute an offer to sell, or the
solicitation of any offer to buy, any Loan Notes in any jurisdiction in which
such an offer or solicitation would be unlawful.
Unless otherwise determined by L'Oreal, and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in, into or
from, and will not be capable of acceptance in or from the United States, Canada
or Australia or any jurisdiction where to do so would constitute a breach of
securities laws in that jurisdiction. Accordingly, copies of this announcement
are not being, and must not be, mailed or otherwise forwarded, distributed or
sent in, into or from the United States, Canada or Australia or any jurisdiction
where to do so would constitute a breach of securities laws in that
jurisdiction. Persons receiving this announcement (including custodians,
nominees and trustees) should observe these restrictions and should not send or
distribute this announcement in, into or from any such jurisdictions.
This information is provided by RNS
The company news service from the London Stock Exchange