RNS Number : 9218E
Seaham Investments Limited
02 October 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 closed
Further to the announcement on 16 September 2008, the Offer has now closed and is no longer capable of acceptance.
Level of acceptances and ownership
As at 3.00 p.m. (London time) on 1 October 2008, Seaham Investments had received valid acceptances of the Offer in respect of a total of 59,676,531 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 26.12 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 3.00 p.m. (London time) on 1 October 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 129,629,750 Instore Shares, representing approximately 56.75 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.
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 was 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.
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. 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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