RNS Number:8819P
Redstone PLC
22 January 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN
REDSTONE PLC ("Redstone" or the "Company")
RECOMMENDED OFFER FOR IDN TELECOM PLC
Offer Declared Wholly Unconditional
Evolution Securities Limited ("Evolution") announces that as at 1.00 p.m. on 19
January 2007, being the third closing date of the Offer being made by Evolution
on behalf of Redstone for the entire issued and to be issued share capital of
IDN Telecom PLC ("IDN") as set out in the Offer Document dated 1 December 2006,
valid acceptances of the Offer had been received in respect of a total of
354,527,241 IDN Shares representing, in aggregate, approximately 88.30 per cent.
of IDN's total issued share capital.
The directors of Redstone now announce that all the conditions to the Offer have
been satisfied or waived and that the Offer is declared unconditional in all
respects. The Offer will remain open until further notice.
Prior to the announcement of the Offer on 30 November 2006 Redstone had received
irrevocable undertakings to accept the Offer from IDN Shareholders in respect of
154,213,231 IDN Shares held by them, representing approximately 39.75 per cent.
of IDN's then total issued share capital. Valid acceptances have been received
in respect of 154,213,231 IDN Shares remaining subject to the irrevocable
undertakings and are included in the total number of acceptances referred to
above.
As announced previously, Redstone had also received an irrevocable undertaking
from Michael Morrison, Chief Executive of IDN to accept the Offer in respect of
IDN Shares acquired as a result of exercising his vested options. Mr Morrison
has now exercised options over 13,586,250 IDN Shares and accepted the Offer in
respect of such IDN Shares. This acceptance is included in the total number of
acceptances referred to above.
For IDN Shares in certificated form, Forms of Acceptance 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 so as to be received as soon as
possible. For IDN Shares held in uncertificated form, an Electronic Acceptance
should be made in accordance with the instructions in the Offer Document so that
settlement takes place as soon as possible.
Save as disclosed above, no IDN Shares have been acquired or agreed to be
acquired by or on behalf of Redstone or any person acting in concert with
Redstone during the Offer Period and neither Redstone nor any person acting in
concert with Redstone has the benefit of any irrevocable commitment or letter of
intent in respect of any IDN Shares or has any interest in any IDN Shares, or
any short position (whether conditional or absolute and whether in the money or
otherwise and including any short position under a derivative), any agreement to
sell, any delivery obligation, any right to require another person to purchase
or take delivery in respect of any IDN Shares, any right to subscribe for any
IDN Shares or any stock borrowing or lending arrangement in respect of any IDN
Shares.
Settlement of consideration
The consideration due to IDN Shareholders who have already provided valid and
complete acceptances under the Offer will be despatched by 2 February 2007. The
consideration due to IDN Shareholders who provide valid and complete acceptances
under the Offer after the date of this announcement will be despatched within 14
days of the date of receipt.
Cancellation of admission to AIM
As valid acceptances have been received by Redstone under the Offer in respect
of more than 75 per cent. of the IDN Shares to which the Offer relates, Redstone
confirms that trading of the IDN Shares on AIM will be cancelled with effect
from 8.00 a.m. Monday 19 February 2007. Accordingly, it is expected that the
last trading day in IDN Shares will be Friday 16 February 2007.
Unless the context otherwise requires, defined terms used in this announcement
shall have the meanings given to them in the Offer Document.
The Redstone Directors accept responsibility for all the other information
contained in this announcement. To the best of the knowledge and belief of the
Redstone Directors and the IDN Directors (who have taken all reasonable care to
ensure that such is the case) the information contained in this announcement for
which they are respectively responsible is in accordance with the facts and does
not omit anything likely to affect the import of such information.
Evolution Securities Limited, which is regulated in the UK by the Financial
Services Authority, is acting exclusively for Redstone in connection with the
Offer and no one else and will not be responsible to anyone other than Redstone
for providing the protections afforded to clients of Evolution Securities
Limited nor for providing advice in relation to the Offer.
This announcement does not constitute an offer to sell, or an invitation to
purchase, subscribe for or exchange any securities or a 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 Offer is made solely by means of the Offer
Document, the advertisement published in the London edition of the Financial
Times on 4 December 2006 and the Form of Acceptance (in respect of certificated
IDN Shares), which contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted and any such purchase, subscription or
exchange should be made solely on the basis of information contained in such
documents.
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,
Ireland, 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, Ireland, 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, Ireland,
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, Ireland, 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.
22 January 2007
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPILFIFLTIIFID
|