RNS Number:3395I
James R. Knowles (Holdings) PLC
01 September 2006
James R Knowles (Holdings) PLC
1 September 2006
RECOMMENDED CASH OFFER BY ERNST & YOUNG LLP ("ERNST & YOUNG") ON BEHALF OF HILL
INTERNATIONAL SA ("HILL SA"), A WHOLLY OWNED SUBSIDIARY OF HILL INTERNATIONAL,
INC ("HILL") FOR JAMES R KNOWLES (HOLDINGS) PLC ("KNOWLES")
Offer Declared Unconditional In All Respects
Further to the announcement on 21 August 2006 that the Offer by Ernst & Young on
behalf of Hill SA, a wholly owned subsidiary of Hill, for Knowles had become
unconditional as to acceptances, Hill SA announces that all conditions relating
to the Offer have been satisfied or waived and accordingly the Offer is
unconditional in all respects. The Offer will remain open for acceptance until
further notice.
As at 3.00 p.m. on 31 August 2006, being the last Business Day prior to this
announcement, valid acceptances had been received in respect of a total of
20,431,031 Knowles Shares representing approximately 96.50 per cent. of the
issued share capital of Knowles.
This total includes acceptances in respect of 16,953,750 Knowles Shares
representing approximately 80.08 per cent. of the issued share capital of
Knowles for which Hill SA had received irrevocable undertakings to accept the
Offer. Valid acceptances have been received in respect of all of Knowles Shares
subject to irrevocable undertakings.
Resignation of Directors
As a result of the Offer being declared unconditional in all respects, the
Directors of Knowles announce that J. Roger Knowles, Lord Lee of Trafford and
Peter M. Bates have resigned as Directors with immediate effect.
Settlement under the Offer
Settlement of the consideration due under the Offer will be dispatched (or, in
respect of Knowles Shares held in uncertificated form, credited through CREST)
on or before 15 September 2006 in respect of Knowles Shares for which valid
acceptances of the Offer have already been received or, in respect of Knowles
Shares held in uncertificated form, for which Electronic Acceptances have
already been made. Settlement of the consideration in respect of valid
acceptances received or made after 1 September 2006 will be dispatched (or, in
respect of Knowles Shares held in uncertificated form, credited through CREST)
within 14 days of such acceptances being received.
Cancellation of listing of Knowles Shares and compulsory acquisition
As a result of the Offer being declared unconditional in all respects, it is
Hill's intention to procure the making of an application by Knowles to the
London Stock Exchange for the cancellation of the trading of Knowles Shares on
AIM. Such cancellation will take effect no earlier than 20 Business Days
following the date of this announcement.
In addition, as valid acceptances have been received by Hill SA in respect of
more than 90 per cent. of the Knowles Shares to which the Offer relates, Hill
confirms that it intends to exercise its rights pursuant to the provisions of
sections 428 to 430F of the Act to acquire compulsorily Knowles Shares in
respect of which acceptances have not yet been received. A further announcement
will be made in due course.
Further acceptances
For Knowles Shares held in certificated form, Forms of Acceptance not yet
returned should be completed and returned in accordance with the instructions
set out in the Offer Document and on the Form of Acceptance so as to be received
as soon as possible.
For Knowles Shares held in uncertificated form, Electronic Acceptances should be
made in accordance with the instructions set out in the Offer Document so that
settlement occurs as soon as possible.
Additional copies of the Offer Document and the Form of Acceptance can be
obtained by telephoning Capita Registrars on 0870 162 3121, or if calling from
outside the United Kingdom, on +44 20 8639 2157.
Terms used in this announcement shall have the meaning given to them in the
Offer Document.
Enquiries:
Hill Irvin E Richter +1 856 810 6201
David L Richter +1 856 810 6203
Ernst & Young John Stephan 020 7951 2000
Andrew Simmons 020 7951 2000
This announcement does not constitute an offer to sell 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. The Offer is made solely by 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 the Offer may
be accepted.
Ernst & Young LLP, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Hill International,
Inc and Hill International S.A. and no one else in connection with the Offer and
will not be responsible to anyone other than Hill International, Inc and Hill
International S.A. for providing the protections afforded to clients of Ernst &
Young LLP nor for giving advice in relation to the Offer or in relation to the
contents of this announcement or any transaction or arrangement referred to
herein.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
The Offer will not be made, directly or indirectly, in or into, or by the use of
mails or 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, the United States, Canada,
Australia or Japan and the Offer will not be capable of acceptance by any such
use, means, instrumentality or facilities from or within the United States,
Canada, Australia or Japan. Accordingly, copies of this announcement and any
related documents are not being, and must not be, directly or indirectly, mailed
or otherwise forwarded, distributed or sent in or into or from the United
States, Canada, Australia or Japan and persons receiving this announcement and
any related document (including custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send it in, into or from the United States,
Canada, Australia or Japan or such other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction. Doing so may
render invalid any purposed 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 information is provided by RNS
The company news service from the London Stock Exchange
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