RNS Number:1339S
Tata Motors Limited
04 October 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
AUSTRALIA, CANADA OR JAPAN
4 October 2005
Recommended cash offer
for
INCAT International Plc
by
Close Brothers Corporate Finance Limited
on behalf of
Tata Technologies, Inc.
(an indirect subsidiary of Tata Motors Limited)
FIRST CLOSING DATE: OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
Tata Technologies, Inc. announces that all of the conditions of the Offer made
by Close Brothers Corporate Finance Limited ("Close Brothers") on behalf of Tata
Technologies, Inc., an indirect subsidiary of Tata Motors Limited, for INCAT
International Plc ("INCAT") as set out in the Offer Document dated 2 September
2005 have now been satisfied or waived and accordingly the Offer is declared
unconditional in all respects. The Offer will remain open for acceptance until
further notice.
INCAT Shareholders who hold their INCAT Shares in certificated form and who wish
to accept the Offer in relation to those shares, and who have not done so,
should complete their Forms of Acceptance in accordance with the instructions
printed thereon and return them, as soon as possible, to the Receiving Agent,
Capita Registrars by post or by hand at Capita Registrars, Corporate Action, PO
Box 166, The Registry, 34 Beckenham Road, Kent BR3 4TH.
INCAT Shareholders who hold their INCAT Shares in uncertificated form (that is,
in CREST) and who wish to accept the Offer in relation to those shares, and who
have not done so, should make their acceptances electronically through CREST as
soon as possible and in accordance with the instructions set out in paragraphs
15 (e) - (g) of Part II of the Offer Document.
By 1.00 p.m. on 3 October 2005, valid acceptances of the Offer had been received
in respect of a total of 22,448,051 INCAT Shares, representing approximately
92.5 per cent. of the existing issued ordinary share capital of INCAT.
Prior to making the Offer, Tata Technologies, Inc. received irrevocable
undertakings to accept the Offer from the INCAT Directors and certain other
INCAT Shareholders in respect of a total of 16,094,010 INCAT Shares,
representing approximately 66.3 per cent. of the existing issued ordinary share
capital of INCAT. As at 1.00 p.m. on 3 October 2005, valid acceptances in
respect of all 16,094,010 INCAT Shares had been received pursuant to these
undertakings and are included in the valid acceptances above.
Furthermore, prior to the making of the Offer, the trustee of the INCAT ESOP
committed that, subject to the Offer becoming or being declared wholly
unconditional, it would accept the Offer in respect of up to a further 1,178,132
INCAT Shares held by it, but only to the extent that INCAT optionholders have
accepted the cash cancellation proposal made to INCAT optionholders. Based on
the level of acceptance of the cash cancellation proposal as at 5.00 p.m. on 30
September 2005, the trustee of the INCAT ESOP has confirmed that it will in due
course accept the Offer in respect of not less than 1,157,366 INCAT Shares,
representing approximately a further 4.8 per cent. of the existing issued
ordinary share capital of INCAT.
Neither Tata Technologies, Inc. nor any person deemed to be acting in concert
with Tata Technologies, Inc. for the purpose of the Offer owned or controlled
any INCAT Shares, or any rights over such INCAT Shares immediately prior to 7
July 2005, being the commencement of the Offer Period. Save as disclosed in this
announcement, neither Tata Technologies, Inc. nor any person deemed to be acting
in concert with Tata Technologies, Inc. for the purpose of the Offer has
acquired or agreed to acquire any INCAT Shares (or rights over INCAT Shares)
since the commencement of the Offer Period.
Settlement in respect of valid acceptances received not later than 3 October
2005 will be made in accordance with the terms of the Offer on or before 18
October 2005. From today onwards, while the Offer remains open for acceptances,
settlement in respect of further acceptances which are complete in all respects
will be made within 14 days of the date of receipt of their valid acceptance.
Tata Technologies, Inc. confirms its intention set out in the Offer Document to
apply the provisions of sections 428 to 430F (inclusive) of the Companies Act to
acquire compulsorily, as soon as it is able to do so, the remaining INCAT Shares
to which the Offer relates. Accordingly, Tata Technologies, Inc. will in due
course be posting formal notices pursuant to section 429 of the Companies Act to
those INCAT Shareholders who have not validly accepted the Offer.
Subject to any applicable regulatory requirements Tata Technologies, Inc.
intends, as soon as practicable, to procure that INCAT applies to the London
Stock Exchange for the cancellation of the admission to trading of INCAT Shares
on AIM.
The expressions in this announcement, unless the context otherwise requires,
bear the same meaning as in the Offer Document dated 2 September 2005.
ENQUIRIES
Tata Technologies
Patrick McGoldrick +91 20 5652 9031
(Chief Executive Officer)
Tata Motors
Praveen Kadle +91 22 5665 7233
(Executive Director, Finance & Corporate Affairs)
Close Brothers
Simon Willis +44 20 7655 3100
(Director)
James Davies
(Assistant Director)
Capita Registrars (receiving agent) +44 870 162 3121
Close Brothers, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Tata Motors Limited and Tata
Technologies, Inc. and no one else in connection with the Offer and will not be
responsible to anyone other than Tata Motors and Tata Technologies, Inc. for
providing the protections afforded to clients of Close Brothers nor for
providing advice in relation to the Offer.
Unless otherwise determined by Tata Technologies, Inc. and permitted by
applicable law and regulation, the Offer will not be made, directly or
indirectly, in or into, or by the use of the mails or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facility of a
national securities exchange, of a Restricted Jurisdiction and the Offer will
not be capable of acceptance by any such use, means, instrumentality or facility
or from within a Restricted Jurisdiction. Accordingly, copies of this
announcement are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from a Restricted
Jurisdiction and persons receiving this announcement (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send it
in or into or from a Restricted Jurisdiction. Doing so may render invalid any
purported acceptance of the Offer. The availability of the Offer to persons who
are not resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. The Offer has been made solely by the Offer
Document and the Form of Acceptance which contains the full terms and conditions
of the Offer (including details of how it should be accepted).
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPUORBRVRRRRAA
|