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Monday 13 October, 2008

Waterford Wedgwood

Result of Open Offer

RNS Number : 6549F
Waterford Wedgwd/Wtfd Wedgwd UK PLC
13 October 2008
 



This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the Prospectus issued by the Company in connection with the proposed Open Offer, Placing and Nil Entitlement Placing. Copies of the Prospectus are available from the Company's registered office. This announcement is not an offer to sell, or a solicitation of an offer to buy, securities in the United States or in any other jurisdiction.


Not for release, publication or distribution directly or indirectly in whole or in part in, into or from the United States, Canada, Australia, the Republic of South Africa or Japan, or into any other jurisdiction where the extension or availability of the Open Offer, Placing or Nil Entitlement Placing would breach any applicable law.


13 October, 2008



WATERFORD WEDGWOOD PLC 

('Waterford Wedgwood' or 'the Company')


RESULT OF OPEN OFFER


Waterford Wedgwood announces that the 1 for 2,121 Open Offer of Subscription Units (each containing 25,000 New Stock Units and 1 Preference Share) to raise up to €101.7 million gross of expenses has closed. 


Details of the Open Offer were contained in the Prospectus dated 18 September, 2008. 


The Company has received valid elections (including applications for in excess of Basic Entitlements, which applications were satisfied in full) in respect of 3,184,250 Subscription Units from Qualifying Stockholders, representing an aggregate take-up of approximately 78.2 per cent. of the total number of Subscription Units offered and raising a total of €79.61 million gross of expenses. In addition applications under the Nil Entitlement Placing in respect of a total of 217 Subscription Units were received, and were satisfied in full. Therefore a total of 3,184,467 Subscription Units will be issued under the Open Offer and the Nil Entitlement Placing, which relates to a total of 79,611,675,000 New Stock Units and 3,184,467 Preference Shares.


The O'Reilly/Goulandris Interests have subscribed, in accordance with the 2008 Irrevocable Undertakings, for their full entitlement under the Open Offer of approximately €60 million. The Corporate Partners Interests have also subscribed, in accordance with the 2008 Irrevocable Undertakings, for their full entitlement under the Open Offer of approximately €9.7 million and for an additional Excess Entitlement of approximately €5.3 million, which has been satisfied in full. 


Conditions of Completion of the Open Offer

The completion of the Open Offer is now conditional upon approval of the requisite Resolutions at the EGM and at the Preference Shareholders Class Meeting being held in Dublin later today, upon the Sub-division becoming effective, and upon admission of the New Stock Units comprised in the Subscription Units to listing on the Official Lists and to trading on the main markets for listed securities of the Irish Stock Exchange and the London Stock Exchange. An announcement in relation to the result of the EGM and of the Preference Shareholders Class Meeting will be made later today.


Sub-division and Application for Admission

As a result of the Sub-division and the UK Sub-division, 5,354,779,796 New Stock Units (being all of the issued share capital of the Company) shall replace the Existing Stock Units in issue as at close of business today 13 October, 2008. The New Stock Units will each comprise 1 New Ordinary Share of nominal value €0.0001 and 1 New Income Share of nominal value £0.000001. Accordingly application has been made to the Irish Stock Exchange and to the UK Listing Authority for these 5,354,779,796 New Stock Units in issue immediately following the sub-divisions to be admitted to the Official Lists and application has also been made to the Irish Stock Exchange and the London Stock Exchange for such New Stock Units to be admitted to trading on their respective main markets for listed securities. It is expected that dealings in such New Stock Units will commence on 14 October, 2008.


Application has also been made to the Irish Stock Exchange and to the UK Listing Authority for up to 102,045,100,000 New Stock Units comprised in the Open Offer Units and the Nil Entitlement Placing Units to be admitted to the Official Lists and for such New Stock Units to be admitted to trading on their respective main markets for listed securities. It is expected that dealing in the 79,611,675,000 New Stock Units to be issued under the Open Offer and the Nil Entitlement Placing will commence on 14 October, 2008.  


Placing

As detailed in the Prospectus, the Subscription Units not subscribed for under the Open Offer will form part of the Placing. 885,554 Open Offer Units therefore remain to be placed, together with the 2,080,000 Subscription Units already available to be placed firm. Further information in relation to the Placing will be issued in due course.


This announcement should be read in conjunction with the Prospectus dated 18 September, 2008. Terms defined in the Prospectus have the same meaning in this announcement. 


Enquiries:


Powerscourt (UK and International Media)

Rory Godson

Matthew Fletcher

+44 (0) 20 7250 1446



Dennehy Associates (Irish Media) 

Michael Dennehy

+353 (0) 1 676 4733




The Open Offer, the Placing and the Nil Entitlement Placing are not being made, directly or indirectly, in or into the United States except to a very limited number of persons who are qualified institutional buyers within the meaning of Rule 144A under the US Securities Act of 1933, as amended (the 'US Securities Act'). There will in any event be no public offering of securities in the United States. The Existing Stock Units, the New Stock Units, the Subscription Units (including the Preference Shares comprised therein), the Deferred Shares and the Deferred Income Shares have not been and will not be registered under the US Securities Act, and may not be offered, sold, pledged, transferred or otherwise disposed of except outside the United States in an 'offshore transaction' (as defined in Rule 902(k) of the US Securities Act) in accordance with Rule 903 or 904 of Regulation S under the US Securities Act; pursuant to an effective registration statement under the US Securities Act; or pursuant to an available exemption from the registration requirements of the US Securities Act.


Moreover, none of the Existing Stock Units, the New Stock Units, the Subscription Units (including the Preference Shares comprised therein) the Deferred Shares or the Deferred Income Shares have been or will be registered under the applicable securities laws of CanadaAustralia, the Republic of South Africa or Japan. Subject to certain exceptions, the Open Offer Units, the Placing Units and the Nil Entitlement Placing Units made available under the Open Offer, the Placing and the Nil Entitlement Placing, respectively, may not be offered, sold, taken up, delivered or transferred in or into Canada, Australia, the Republic of South Africa or Japan, and, subject to certain exceptions, Application Forms were not posted to and no Open Offer Units, Placing Units or Nil Entitlement Placing Units will be credited to a stock account of any person with a registered address in Canada, Australia, the Republic of South Africa or Japan.


This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities. Any purchase of, or application for, the Open Offer Units, the Placing Units and the Nil Entitlement Placing Units should be made only on the basis of information contained in the Prospectus sent to Qualifying Shareholders, Qualifying Stockholders and Qualifying Preference Shareholders.


This announcement may contain forward-looking statements. All statements other than statements of historical fact are forward-looking statements. Such forward-looking statements are based on a number of assumptions regarding the Company's present and future business strategies and the environment in which the Company is operating. These forward-looking statements speak only as of the date of this announcement and should not be relied upon as a guide to future performance. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in its expectations or any change in events, circumstances or conditions on which any such statement is based. 


The delivery of this announcement shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement nor that the information in it is correct as of any subsequent time.


Davy Corporate Finance and J&E Davy (collectively Davy) (each of which is regulated in Ireland by the Financial Regulator) are acting exclusively for Waterford Wedgwood, in the case of Davy Corporate Finance, as financial adviser and independent financial adviser to the Independent Directors in connection with the Whitewash Resolutions and, in the case of J&E Davy, as sponsor, broker and coߛplacing agent in relation to the Open Offer, the Nil Entitlement Placing and the Placing, and no one else (including the recipients of this announcement) in connection with the arrangements described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Davy or for advising any other person in connection with the arrangements described in this announcement. Davy makes no representation, express or implied, with respect to the accuracy or completeness of any information contained in this announcement and accepts no responsibility for, nor does it authorise, the contents of this announcement or its issue, including without limitation under section 41 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005, or Regulation 31 of the Irish Prospectus Regulations or any other statement made or purported to be made by the Company, or on its behalf, in connection with the Company, the Open Offer, the Nil Entitlement Placing, the Placing, Admission, the Placing Units, the Stock Units, the Preference Shares or any of the other arrangements described in this announcement, and accordingly disclaims all and any liability whatsoever whether arising out of tort, contract or otherwise which it might otherwise have in respect of this announcement or any other statement.


JPMorgan Cazenove (which is regulated in the UK by the Financial Services Authority) is acting exclusively for Waterford Wedgwood as lead manager in relation to the Placing and no one else (including the recipients of this announcement) in connection with the arrangements described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of JPMorgan Cazenove or for advising any other person in connection with the arrangements described in this announcement. JPMorgan Cazenove makes no representation, express or implied, with respect to the accuracy or completeness of any information contained in this announcement and accepts no responsibility for, nor does it authorise, the contents of this announcement or its issue, including without limitation under section 41 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005, or Regulation 31 of the Irish Prospectus Regulations or any other statement made or purported to be made by the Company, or on its behalf, in connection with the Company, the Open Offer, the Placing, Admission, the Placing Units, the Stock Units, Preference Shares or any or the other arrangements described in this announcement, and accordingly disclaims all and any liability whatsoever whether arising out of tort, contract or otherwise which it might otherwise have in respect of this announcement or any other statement.


Lazard (which is registered as a brokerߛdealer with the Financial Industry Regulatory Authority) is acting exclusively for Waterford Wedgwood, as US lead manager in relation to the Placing (which is not a public offering in the US) and no one else (including the recipients of this announcement) in connection with the arrangements described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Lazard or for advising any other person in connection with the arrangements described in this announcement. Lazard makes no representation, express or implied, with respect to the accuracy or completeness of any information contained in this announcement and accepts no responsibility for, nor does it authorise, the contents of this announcement, or its issue, including without limitation under section 41 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005, or Regulation 31 of the Irish Prospectus Regulations or any other statement made or purported to be made by the Company or on its behalf, in connection with the Company, the Open Offer, the Placing, Admission, the Placing Units, the Stock Units, Preference Shares or any or the other arrangements described in this announcement, and accordingly disclaims all and any liability whatsoever whether arising out of tort, contract or otherwise which it might otherwise have in respect of this announcement or any other statement.


This announcement is not a Prospectus but an advertisement. A Prospectus relating to the 2008 Equity Issue was published on 18 September, 2008. Investors should only rely on the information contained in the Prospectus and any documents incorporated therein by reference. 


   



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