Surrey 4 Limited
20 October 2006
Not for release, publication or distribution in whole or in part in, into or
from the United States, Canada, Australia or Japan or any other jurisdiction
where it would be unlawful to do so.
FOR IMMEDIATE RELEASE
20 October 2006
RECOMMENDED CASH OFFER BY DELOITTE CORPORATE FINANCE ON BEHALF OF SURREY 4
LIMITED FOR SHL GROUP PLC
COMPULSORY ACQUISITION OF OUTSTANDING SHL SHARES
It was announced on 13 September 2006 that the board of directors of Surrey 4
Limited ("Surrey 4") and the Independent Directors of SHL Group plc ("SHL") had
reached agreement on the terms of a recommended cash offer for the whole of the
issued and to be issued ordinary share capital of SHL (save for an aggregate of
103,350 SHL Shares to be acquired by Surrey 4 from John Bateson and Emma
Lancaster under the Share Exchange Agreement).
The Board of Surrey 4 announced on 19 October 2006 that the Offer had been
declared unconditional in all respects and that as at 3.00 p.m. (London time) on
18 October 2006, being the second closing date of the Offer, Surrey 4 had
received valid acceptances of the Offer in respect of a total of 51,265,680 SHL
Shares, representing approximately 92.32 per cent. of the existing issued share
capital of SHL, and representing approximately 92.49 per cent of the issued
share capital of SHL the subject of the Offer.
Accordingly, having received valid acceptances in respect of over 90 per cent.
of the SHL Shares and 90 per cent. of the voting rights carried by the SHL
Shares, Surrey 4 is today giving notice to the holders of SHL Shares who have
not accepted the Offer informing them that it will compulsorily acquire their
SHL Shares by applying paragraph 2 of Schedule 2 to the Takeovers Directive
(Interim Implementation) Regulations 2006. The transfer of the compulsorily
acquired SHL Shares is expected to take place on or after 1 December 2006.
Terms defined in the Offer Document have the same meaning in this announcement
unless the context requires otherwise.
Robin Lincoln 020 7089 7888
Deloitte Corporate Finance (financial adviser to Surrey 4)
Jonathan Hinton 020 7936 3000
Altium (corporate broker to Surrey 4)
Stephen Georgiadis 020 7484 4040
Maitland (PR adviser to HgCapital)
Peter Ogden 020 7379 5151
This announcement does not constitute an offer or invitation to purchase any
securities. The Offer is being made solely by means of the Offer Document and
the Form of Acceptance accompanying the Offer Document, which contain the full
terms and conditions of the Offer including details of how it may be accepted.
Deloitte Corporate Finance is acting for the Surrey Group and Hg Pooled
Management and for no-one else in connection with the Offer and will not regard
any other person as its client nor be responsible to anyone other than the
Surrey Group and Hg Pooled Management for providing the protections afforded to
clients of Deloitte Corporate Finance nor for providing advice in relation to
the Offer or any matter referred to in this announcement. Deloitte Corporate
Finance is a division of Deloitte & Touche LLP, which is authorised and
regulated by the Financial Services Authority in respect of regulated
The availability of the Offer to SHL Shareholders who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located. Persons who are not resident in the United Kingdom
should inform themselves about, and observe, applicable legal or regulatory
requirements of their jurisdiction.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails, or by any means or instrumentality (including, without limitation, telex,
facsimile transmission, telephone, internet or other forms of electronic
communication) of interstate or foreign commerce of, or by any facilities of a
national securities exchange of, the United States, Canada, Australia or Japan
or any other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction and the Offer cannot be accepted by any such
use, means or instrumentality or otherwise from or within the United States,
Canada, Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction. Accordingly,
copies of this announcement are not being, and must not be, mailed or otherwise
forwarded, distributed or sent in or into or from any such jurisdiction.
The Surrey 4 Directors accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the Surrey 4
Directors (having taken all reasonable care to ensure that such is the case) the
information contained in this announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
This information is provided by RNS
The company news service from the London Stock Exchange