Recommended cash offer by Mother Bidco for McCarthy & Stone Plc Offer unconditional in all respects
13 October 2006
Recommended cash offer ("Offer") by
Mother Bidco Limited ("Mother Bidco")
for
McCarthy & Stone Plc ("McCarthy & Stone")
Offer unconditional in all respects
Introduction
On 1 August 2006, Mother Bidco announced a cash offer for the entire issued and to be issued share capital of McCarthy & Stone (that it did not already own) which was subsequently recommended by the board of McCarthy & Stone. The full terms and conditions of the Offer were set out in the offer document issued by Mother Bidco dated 5 August 2006 ("Offer Document").
On 25 September 2006, McCarthy & Stone announced that the Offer had been declared unconditional as to acceptances but that it remained subject to the other conditions contained in Part A of Appendix 1 to the Offer Document.
Mother Bidco is pleased to announce that all of the other conditions set out in Part A of Appendix 1 of the Offer Document have now been satisfied or waived and, accordingly, that the Offer has been declared unconditional in all respects. The Offer will remain open for acceptances until further notice and at least 14 days notice will be given before the Offer is closed.
Level of Acceptances
As at 3 p.m. (London time) on 12 October 2006, Mother Bidco had received valid acceptances from McCarthy & Stone Shareholders in respect of 73,362,831 McCarthy & Stone Shares, representing approximately 71.34 per cent. of McCarthy & Stone's existing issued share capital.
As disclosed in the Offer Document and the subsequent announcement on 4 September 2006, Mother Bidco is also the beneficial owner of 19,800,000 McCarthy & Stone Shares, representing approximately 19.26 per cent. of the existing issued share capital of McCarthy & Stone. Accordingly, Mother Bidco is the beneficial owner or has received valid acceptances in respect of 93,162,831 McCarthy & Stone Shares, representing approximately 90.6 per cent. of the existing issued share capital of McCarthy & Stone. Save as disclosed in either this announcement or in the Offer Document, neither Mother Bidco nor any person acting in concert with Mother Bidco, is interested in or has any rights to subscribe for, any McCarthy & Stone Shares nor does any such person have any short position or any arrangement in relation to McCarthy & Stone Shares. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of McCarthy & Stone Shares and any borrowing or lending of McCarthy & Stone Shares that have not been on-lent or sold.
Settlement of the Consideration
Settlement of the consideration to which any McCarthy & Stone Shareholder is entitled under the Offer will be despatched within 14 days of today's date in respect of McCarthy & Stone Shares for which acceptances of the Offer complete in all respects have been received as at 3 p.m. (London time) today. Settlement of consideration due in respect of acceptances complete in all respects of the Offer received after 3 p.m. (London time) today will be dispatched to accepting McCarthy & Stone Shareholders within 14 days of receipt of such acceptances.
Mother Bidco is also pleased to announce that, as permitted under the Offer Document, it has decided to reduce the nominal value of Loan Notes for which valid elections are required to have been received by it before the Loan Note Alternative will be available from £25,000,000 to £24,900,000.
Compulsory Acquisition and Cancellation of Listing
Mother Bidco confirms its intention, as set out in the Offer Document, to apply the provisions of Schedule 2 to the Takeover Regulations to acquire compulsorily any McCarthy & Stone Shares to which the Offer relates in respect of which it has not received valid acceptances or which it has not otherwise acquired.
In addition, as set out in the Offer Document, Mother Bidco intends to procure the making of an application by McCarthy & Stone to the UK Listing Authority for the cancellation of the listing of McCarthy & Stone Shares on the Official List and to the London Stock Exchange for the cancellation of trading of McCarthy & Stone Shares on its market for listed securities. This application will be made and the 20 business day notice period will commence on the first date of issue of compulsory acquisition notices under Schedule 2 to the Takeover Regulations. A further announcement will be made on the above once these notices have been issued confirming the commencement of the 20 business days notice period.
Acceptance of the Offer
For McCarthy & Stone Shares in certificated form, to accept the Offer, Forms of Acceptance and Election not yet returned should be completed, signed and returned in accordance with the instructions set out in the Offer Document and on the Form of Acceptance and Election, so as to be received as soon as possible. For McCarthy & Stone Shares held in uncertificated form, an Electronic Acceptance should be made in accordance with the instructions set out in the Offer Document as soon as possible. At least 14 days notice will be given before the Offer is closed. Full details of how to accept the Offer in respect of certificated and uncertificated McCarthy & Stone Shares are set out in the Offer Document and, in the case only of certificated McCarthy & Stone Shares, the accompanying Form of Acceptance and Election. Words and expressions defined in the Offer Document shall, unless the context otherwise requires, have the same meaning when used in this announcement.
Enquiries: Rothschild (Financial Adviser to Mother Bidco) Tel: +44 (0)20 7280 5000
Alex Midgen Kevin Ramsden Panmure Gordon (Broker to Mother Bidco) Tel: +44 (0)20 7459 3600 Tim Linacre Richard Gray Tulchan Communications (PR adviser to Mother Bidco) Andrew Grant Tel: +44 (0)20 7353 4200
This announcement does not constitute an offer to sell, an invitation to purchase, or the solicitation of an offer to subscribe for or buy, any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The ability of McCarthy & Stone Shareholders who are not resident in the United Kingdom to accept the Offer may also be affected by the laws of the relevant jurisdictions in which they are located or are otherwise subject. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. The Offer is made solely by the Offer Document and, in the case of McCarthy & Stone Shares in certificated form, the accompanying Form of Acceptance and Election. Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Mother Bidco as financial adviser within the meaning of the Rules of the Financial Services Authority and for no one else in connection with the Offer and will not be responsible to anyone other than Mother Bidco for providing the protections afforded to clients of Rothschild in relation to the Offer, the content of this announcement or any other matter referred to herein.
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