RNS Number:2108V
3M UK Holdings PLC
20 April 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION
April 20, 2007
Embargoed for release at 7:00 a.m.
3M UK HOLDINGS LIMITED
("3M")
RECOMMENDED CASH OFFER FOR
E WOOD HOLDINGS PLC ("E WOOD")
Offer Unconditional as to Acceptances
3M is pleased to announce that its Offer for E Wood has become unconditional as
to acceptances. As at 1:00 p.m. (London time) on April 19, 2007, valid
acceptances of the Offer had been received in respect of a total of 10,772,256 E
Wood Shares, representing approximately 90.23 per cent. of the Issued Share
Capital of E Wood. These E Wood Shares represent in excess of 90 per cent. of
the E Wood Shares to which the Offer relates and, accordingly, the Offer has
become unconditional as to acceptances.
As announced by 3M on April 16, 2007, the Offer for E Wood has been extended and
will remain open until the next closing date, being 1:00 p.m. on April 30, 2007.
The Offer remains subject to the terms and conditions (other than the acceptance
condition) set out in the offer document dated March 23, 2007 (the "Offer
Document"). E Wood Shareholders who wish to accept the Offer but have not yet
done so are urged to do so as soon as possible. Any further extensions of the
Offer will be publicly announced by 8.00 a.m. on the Business Day following the
day on which the Offer was otherwise due to expire, or at such later time or
date as the Panel may agree.
E Wood Shareholders who have not yet accepted the Offer and who hold E Wood
Shares in certificated form are urged to complete, sign and return their Form of
Acceptance as soon as possible and, in any event, so as to be received by Capita
Registrars no later than 1:00 p.m. London time on April 30, 2007.
If shareholders hold E Wood Shares in uncertificated form (that is, in CREST),
they are urged to accept the Offer by TTE instructions as soon as possible and,
in any event, so as to be settled by no later than 1.00 p.m. London time on
April 30, 2007. If shareholders hold E Wood Shares as a CREST sponsored member,
they should refer to their CREST sponsor as only their CREST sponsor will be
able to send the necessary TTE instruction to CREST.
Full details of how to accept the Offer in respect of certificated and
uncertificated E Wood Shares are set out in the Offer Document and, in the case
only of certificated E Wood Shares, the accompanying Form of Acceptance.
Copies of the Offer Document are available from Capita Registrars, The Registry,
34 Beckenham Road, Beckenham, Kent, BR3 4TU.
Terms defined in the Offer Document shall have the same meanings in this
announcement.
The figure for acceptances of the Offer received includes acceptances relating
to 3,222,818 E Wood Shares representing 27.00% of the Issued Share Capital
pursuant to irrevocable undertakings given by E Wood Directors, James Leek,
Chris McDonnell, Magnus Mowat and Tony Morley, and persons connected to or
deemed to be connected to them. In addition the figure for acceptances of the
Offer received includes acceptances of the Offer received relating to 2,889,304
E Wood Shares representing 24.20% of the Issued Share Capital pursuant to
irrevocable undertakings given by Robert Adair (and, on his behalf, Rysaffe
Trustee Company (C.I.) Limited and Saffery Champness Trustees Limited), Richard
Mackness and Andrew Leek. Valid acceptances have therefore been received in
respect of all of the E Wood Shares subject to irrevocable undertakings.
Enquiries:
3M
Donna Fleming (Manager, Media Relations) Tel: +1 651 736 7646
Bruce Jermeland (Manager, Investor Relations) Tel: +1 651 733 1807
Matt Ginter (VP, Investor Relations & Financial Planning) Tel: +1 651 733 8206
John Klee (Manager, Corporate Communications, 3M UK) Tel: +44 (0) 1344 858 516
Rothschild (Financial adviser to 3M)
Dominic Hollamby
Hedley Goldberg
Samuel Brodovcky
Tel: +44 (0) 20 7280 5000
This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities. Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document.
Save as disclosed above or in the Offer Document, no E Wood Shares have been
acquired or agreed to be acquired by or on behalf of 3M or any person acting in
concert with 3M during the Offer Period and neither 3M nor any person acting in
concert with 3M has the benefit of any irrevocable commitment or letter of
intent in respect of any E Wood Shares or has any interest in any E Wood 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 E Wood Shares, any right to
subscribe for any E Wood Shares or any stock borrowing or lending arrangement in
respect of any E Wood Shares.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Such persons
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction. Further details in relation to Overseas
Shareholders are contained in the Offer Document.
Unless otherwise determined by 3M, the Offer is not being, and will not be,
made, directly or indirectly, in or into or by the use of the mails of, or by
any means or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or through any facilities
of a national securities exchange of any Restricted Jurisdiction if to do so
would constitute a violation of the relevant laws of such jurisdiction, and the
Offer should not be accepted by any such use, means, instrumentality or
facilities or from or within the a Restricted Jurisdiction. Accordingly, copies
of this announcement are not being, and must not be mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted Jurisdiction and
all persons receiving this announcement (including nominees, trustees and
custodians) must not mail or otherwise forward, distribute or send it in, into
or from a Restricted Jurisdiction. Doing so may render invalid any purported
acceptance of the Offer. Notwithstanding the foregoing, 3M will retain the right
to permit the Offer to be accepted and any sale of securities pursuant to the
Offer to be completed if, in its sole discretion, it is satisfied that the
transaction in question can be undertaken in compliance with applicable law and
regulation.
N M Rothschild & Sons Limited, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting exclusively for 3M
and no one else in connection with the Offer and will not be responsible to
anyone other than 3M for providing the protections offered to clients of N M
Rothschild & Sons Limited nor for providing advice in relation to the Offer or
any other matters referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
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