RNS Number:9045F
Ultraframe PLC
10 July 2006
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN OR INTO ANY JURISDICTION IF TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
LATIUM HOLDINGS LIMITED
Recommended cash offer for Ultraframe plc by Latium Holdings Limited
OFFER UPDATE ANNOUNCEMENT
OFFER DECLARED WHOLLY UNCONDITIONAL
INTENDED CANCELLATION OF LISTING AND OF TRADING ON LONDON STOCK EXCHANGE
Offer Update
Latium Holdings announces that as at 1.00 p.m. on 7 July 2006, being the
previous extended closing date of the Offer, it had received valid acceptances
under the Offer in respect of 86,789,550 Ultraframe Shares, representing
approximately 89.1 per cent. of the existing issued share capital of Ultraframe.
The Offer has been extended for a further fourteen days from the previous
extended closing date to 1.00 p.m. on 21 July 2006.
Prior to the announcement of the Offer on 2 June 2006, Latium Holdings had
received irrevocable undertakings to accept the Offer from Ultraframe
Shareholders in respect of, in aggregate, 34,821,246 Ultraframe Shares,
representing approximately 35.8 per cent. of the existing issued share capital
of Ultraframe. In addition, prior to the posting of the Offer Document on 9 June
2006, Latium Holdings received an additional irrevocable undertaking to accept
the Offer in respect of a further 8,222,574 Ultraframe Shares representing
approximately 8.4 per cent. of the existing issued share capital of Ultraframe.
In aggregate therefore, Latium Holdings had received prior to the posting of the
Offer Document on 9 June 2006, binding irrevocable undertakings in respect of in
aggregate 43,043,820 Ultraframe Shares (representing approximately 44.2 per
cent. of the existing issued share capital of Ultraframe). Valid acceptances
have now been received in respect of all of these Ultraframe Shares.
In addition, Latium Holdings has received valid acceptances in respect of
43,745,730 Ultraframe Shares, representing approximately 44.9 per cent. of the
existing issued share capital of Ultraframe. Accordingly, as at 1.00pm (London
time) on 7 July 2006, Latium Holdings had received valid acceptances of the
Offer from Ultraframe Shareholders, in respect of 86,789,550 Ultraframe Shares,
representing approximately 89.1 per cent. of Ultraframe's existing issued share
capital.
Offer Declared Unconditional
Latium Holdings has elected to waive the acceptance condition level set out in
condition (a) of Part I of Appendix 1 to the Offer Document from 90% as of 10
July 2006 and the Offer has therefore been declared unconditional in all
respects as of 10 July 2006.
Payment of Consideration
In respect of acceptances received prior to 1.00 p.m. on 10 July 2006 which are
valid and complete in all respects the cash consideration to which an Ultraframe
Shareholder is entitled under or in consequence of the Offer will be despatched
to accepting Ultraframe Shareholders and/or credited to CREST accounts as
appropriate on or before 1.00 p.m. on 24 July 2006. Consideration in respect of
any further acceptances of the Offer which are received after 1.00 p.m. on 10
July 2006 and prior to 1.00 p.m. on 21 July 2006 and which are valid and
complete in all respects will be dispatched and/or credited to CREST within 14
days of the date of receipt.
The Letters of Entitlement which form a contingent consideration to which an
Ultraframe Shareholder is entitled under or in consequence of the Offer will be
despatched to accepting Ultraframe Shareholders as appropriate on or before 1.00
p.m. on 24 July 2006. Letters of Entitlement in respect of any further
acceptances of the Offer which are received after 1.00 p.m. on 10 July 2006 and
prior to 1.00 p.m. on 21 July 2006 and which are valid and complete in all
respects will be dispatched within 14 days of the date of receipt.
Intended Cancellation of Listing
As a result of the Offer being declared unconditional Latium Holdings intends to
procure the making of an application by Ultraframe to the UK Listing Authority
for the cancellation of the listing of Ultraframe Shares on the Official List
and to the London Stock Exchange for the cancellation of trading of Ultraframe
Shares on its market for listed securities. Accordingly, the 20 business day
notice period has commenced and it is anticipated that cancellation of listing
and trading will take effect no earlier than 20 business days following the date
of this announcement.
Offer Extension
The Offer has been extended for a further fourteen days from the previous
extended closing date to 1.00 p.m. on 21 July 2006.
Accordingly, Ultraframe Shareholders who have not yet accepted the Offer and
wish to do, should complete and despatch their Form of Acceptance as soon as
possible, and in any event if their Ultraframe Shares are in certificated form
so as to be received by no later than 1.00 p.m. on 21 July 2006. For Ultraframe
Shares in uncertificated form an Electronic Acceptance should be made in
accordance with the instructions set out in the Offer Document so that
settlement takes place no later than 1.00pm (London time) on 21 July 2006. If a
holder of Ultraframe Shares is in any doubt about the Offer, and/or any action
he should take, he is recommended to seek his own personal financial advice
immediately from an independent financial adviser duly authorised under the
Financial Services and Markets Act 2000, who specialises in advising upon
investment in shares and other securities if he is in the United Kingdom or, if
not in the United Kingdom, from another appropriately authorised financial
adviser in his own jurisdiction. Additional copies of the Offer Document and
Form of Acceptance can be obtained from Capita Registrars, Corporate Actions, PO
Box 166, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by
telephone on 0870 162 3121 or, if telephoning from outside the UK, +44 208 639
2157.
Terms defined in the Offer Document dated 9 June 2006 have the same meaning in
this announcement save where the context requires otherwise.
Enquiries:
Latium Holdings Tel: 01625 524 210
Brian Kennedy/Stuart Lees
Altium Tel: 0161 831 9133
(Financial Adviser to Latium Holdings)
Phil Adams/Paul Lines
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.
This announcement which is the sole responsibility of Latium Holdings has been
approved by Altium solely for the purposes of section 21 of FSMA.
Altium, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Latium Holdings 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 Latium Holdings for providing the protections afforded to
clients of Altium for providing advice in relation to the Offer, the content of
this announcement or any other matters referred to herein.
The ability of Ultraframe Shareholders who are not resident in the United
Kingdom to accept the Offer 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 of, and observe, any applicable legal or
regulatory requirements.
This information is provided by RNS
The company news service from the London Stock Exchange
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