L'Oreal S.A
04 May 2006
L'Oreal
For Immediate Release
4 May 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
L'OREAL OFFER TO THE BODY SHOP INTERNATIONAL SHAREHOLDERS EXTENDED TO 31 MAY
2006
L'Oreal announces that, as at 1.00 p.m. on 3 May 2006, being the first closing
date of the recommended cash offer for the entire ordinary share capital of The
Body Shop International PLC ('The Body Shop') valid acceptances of the Offer had
been received in respect of 172,793,857 The Body Shop Shares representing
approximately 79.44 per cent. of the existing issued ordinary share capital of
The Body Shop.
Therefore, including the 22,800,000 The Body Shop Shares already held by
L'Oreal, L'Oreal has acquired, or received valid acceptances of the Offer in
respect of, 195,593,857 The Body Shop Shares in aggregate representing 89.92 per
cent. of the existing issued ordinary share capital of The Body Shop.
The Offer has been extended and will remain open for acceptance until 1.00 p.m.
(London time) on 31 May 2006.
Prior to the announcement of the Offer, L'Oreal had received irrevocable
undertakings to accept the Offer in respect of 46,977,718 The Body Shop Shares
in aggregate, representing approximately 21.6 per cent. of The Body Shop's
existing issued share capital. In addition to the irrevocable undertakings
described above, Beaverbridge Holdings Limited had granted L'Oreal a call option
which gave L'Oreal the ability to require Beaverbridge Holdings Limited to
tender 45,666,768 The Body Shop Shares, in aggregate, representing approximately
21.0 per cent. of The Body Shop's existing issued share capital (being The Body
Shop Shares in which Mr Ian McGlinn is interested) to the Offer. L'Oreal has
received valid acceptances in respect of all The Body Shop Shares to which these
irrevocable undertakings and the call option relate and such acceptances are
included in the total referred to above.
The Offer remains subject to the terms and conditions set out in the Offer
Document. Defined terms used in this announcement have the same meanings as in
the Offer Document dated 12 April 2006.
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
Barry Weir
John Maynard
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