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Tuesday 16 September, 2008

Seaham Investments

Notice of offer to close

RNS Number : 5401D
Seaham Investments Limited
16 September 2008
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER RESTRICTED JURISDICTION

OFFER

for

INSTORE PLC

by

SEAHAM INVESTMENTS LIMITED 

(an indirect wholly-owned subsidiary of Crown Crest Group Limited)


Offer to close on 1 October 2008

On 8 July 2008 Seaham Investments made a cash offer for Instore and it was announced on 30 July 2008 that the Offer had become unconditional in all respects. The Board of Seaham Investments today announces that the Offer will close at 3.00 p.m. on 1 October 2008 and will only remain open for acceptance until that time and date. Instore Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.

Level of acceptances and ownership

As at 1.00 p.m. (London time) on 15 September 2008, Seaham Investments had received valid acceptances of the Offer in respect of a total of 57,894,410 Instore Shares (including acceptances in respect of all of the 46,538,000 Instore Shares which were the subject of an irrevocable undertaking to accept the Offer from Tradegro) representing approximately 25.34 per cent. of the existing issued ordinary share capital of Instore.

In addition, Seaham Investments owns 69,953,219 Instore Shares, representing approximately 30.63 per cent. of Instore's existing issued ordinary share capital and BBHISL Nominees Limited (on behalf of Abdul Aziz Tayub) holds 325,000 Instore Shares (representing approximately 0.14 per cent. of Instore's existing issued ordinary share capital).

Accordingly, as at 1.00 p.m. (London time) on 15 September 2008, Seaham Investments and connected parties, being BBHISL Nominees Limited (on behalf of Abdul Aziz Tayub), owned or had received valid acceptances of the Offer in respect of a total of 128,172,629 Instore Shares, representing approximately 56.11 per cent. of the existing issued ordinary share capital of Instore.

As set out in the Offer Document, Seaham Investments received an irrevocable undertaking from Tradegro to accept the Offer in respect of 46,538,000 Instore Shares, representing approximately 20.4 per cent. of Instore's existing issued ordinary share capital. In addition, Tradegro has given an irrevocable undertaking not to accept the Offer in respect of approximately 35,235,252 Instore Shares, representing approximately 15.4 per cent. of Instore's existing issued ordinary share capital. As noted above, Seaham Investments has received valid acceptances in respect of all of the Instore Shares which were the subject of this irrevocable undertaking to accept the Offer. These acceptances are included in the total above.

Further acceptance

Notice is hereby given that the Offer will remain open for acceptance until 3.00 p.m. on 1 October 2008 and Instore Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.

Instore Shareholders who hold their Instore Shares in certificated form and have not yet accepted the Offer are encouraged to complete, sign and return the Form of Acceptance in accordance with the instructions set out in the Offer Document and on the Form of Acceptance, so as to be received by Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU (telephone number +44 (0) 871 664 0321) as soon as possible.

Instore Shareholders who hold their Instore Shares in uncertificated form (that is in CREST) and have not yet accepted the Offer are encouraged to take the action set out in paragraph 13(c)(i) of the letter from Seaham Investments contained in Part II of the Offer Document to transfer or procure the transfer of their Instore Shares to an escrow balance as soon as possible.

General

Terms contained in the Offer Document have the same meaning in this announcement unless the context otherwise requires.

Save as disclosed in this announcement or in the Offer Document, neither Seaham Investments or Crown Crest, nor any person acting in concert with Seaham Investments or Crown Crest for the purposes of the Offer, is interested in or has any rights to subscribe for any Instore Shares, nor does any such person have any short position in Instore Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery and borrowing or lending of Instore Shares. For these purposes, an 'interest' includes any long economic exposure, whether conditional or absolute, to changes in the price of securities and a person is treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative reference to, securities.

Neither Seaham Investments or Crown Crest, nor any person acting, or presumed to be acting, in concert with Seaham Investments or Crown Crest, has borrowed or lent any Instore Shares (save for any borrowed shares which have either been on-lent or sold).

Enquiries

KBC Peel Hunt Ltd (Financial Adviser to Seaham Investments Limited)

Jonathan Grassi                                           Tel: + 44 (0) 207 418 8900

David Anderson



KBC Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Seaham Investments and Crown Crest and for no one else in connection with the Offer and will not be responsible to anyone other than Seaham Investments and Crown Crest for providing the protections afforded to customers of KBC Peel Hunt or for providing advice in relation to the Offer or to the matters referred to in this summary and this announcement.

The release, publication or distribution of this summary and this announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. 

This announcement does not constitute, or form any part of, an offer or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is made solely by means of the Offer Document, a notice published in the London Gazette and the Form of Acceptance (in respect of certificated Instore Shares), which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the Offer should be made only on the basis of the information in the Offer Document and (in the case of certificated Instore Shares) the Form of Acceptance.

Copies of the Offer Document are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Pinsent Masons LLP, City Point, One Ropemaker Street, London EC2Y 9AH while the Offer remains open for acceptance.

Overseas Jurisdictions

This announcement has been prepared in accordance with English law, the City Code and the Disclosure and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

Unless otherwise determined by Seaham Investments or required by the City Code and permitted by applicable law and regulation, the Offer is not being, and will not be made, directly or indirectly, in or into any Restricted Jurisdiction, and the Offer may not be capable of acceptance from or within any Restricted Jurisdiction. Accordingly, unless otherwise determined by Seaham Investments or required by the City Code and permitted by applicable law and regulation, copies of this announcement, the Offer Document, the Form of Acceptance and any other documents relating to the Offer are not being, and must not be, indirectly or directly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. All persons (including, without limitation, custodians, nominees and trustees) receiving this announcement, the Offer Document, the Form of Acceptance and any other documents relating to the Offer should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this announcement, the Offer Document, the Form of Acceptance and any other documents relating to the Offer in, into or from any Restricted Jurisdiction. Any person (including, without limitation, any custodian, nominee or trustee) who would, or otherwise intends to, or may have a contractual or legal obligation to, forward this announcement, the Offer Document and/or the Form of Acceptance and/or other related document to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of such jurisdiction and should also seek appropriate advice before doing so.



This information is provided by RNS
The company news service from the London Stock Exchange
 
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