RNS Number:3464A
Wienerberger AG
17 July 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS IN THAT JURISDICTION
17 July 2007
RECOMMENDED FINAL CASH ACQUISITION
of
Baggeridge Brick Plc ("Baggeridge")
by
Wienerberger Finance Service B.V. ("Wienerberger FS"), a wholly owned subsidiary
of Wienerberger AG ("Wienerberger")
Offer Update
Wienerberger announces that the Final* Offer, which was declared wholly
unconditional on 26 June 2007 and remains subject to the terms set out in the
Final Offer Document, has been extended and will remain open for acceptance
until 1.00p.m. on 31 July 2007 (unless extended by way of a further
announcement).
The Board of Wienerberger is pleased to announce that as at 3.00p.m. on 16 July
2007, it had received valid acceptances of the Final* Offer in respect of
11,330,222 Baggeridge Shares, representing, in aggregate, approximately 27.4 per
cent. of the issued share capital of Baggeridge. Including the 18,604,316
Baggeridge Shares acquired by Wienerberger since 16 May 2007, representing, in
aggregate, approximately 45.0 per cent. of the issued share capital of
Baggeridge, Wienerberger has acquired, or received valid acceptances of the
Final* Offer in respect of 29,934,538 Baggeridge Shares in aggregate,
representing approximately 72.5 per cent. of the issued share capital of
Baggeridge. In addition, Wienerberger is the indirect owner of 565 Baggeridge
Shares.
This total includes acceptances in respect of 1,600 Baggeridge Shares in respect
of which Wienerberger had received irrevocable undertakings from certain of the
Baggeridge Directors to accept the Final* Offer, representing less than 0.1 per
cent. of the issued share capital of Baggeridge.
Wienerberger urges Baggeridge shareholders who have not already accepted the
Final* Offer and wish to accept the Final* Offer to follow the procedure for
acceptance set out below. Upon closing of the Final* Offer, any Baggeridge
Shares which have not assented to the Final* Offer at that time will have
significantly reduced liquidity and marketability.
If you hold your Baggeridge Shares, or any of them, in certificated form (that
is, not in CREST) to accept the Final* Offer (and, if relevant, to elect for the
Loan Note Alternative) you should complete, sign and return the Final* Form of
Acceptance which has been posted to you with the Final Offer Document (together
with your share certificate(s) and any other documents of title) by 1.00p.m.
(London time) on 31 July 2007 by post or by hand to Computershare at PO Box 859,
The Pavilions, Bridgwater Road, Bristol, BS99 1XZ.
If you hold your Baggeridge Shares, or any of them, in uncertificated form (that
is, in CREST), to accept the Final* Offer in respect of those Baggeridge Shares
(and, if relevant, to elect for the Loan Note Alternative), you should follow
the procedure for Electronic Acceptance through CREST so that the TTE
instruction settles by 1.00p.m. (London time) on 31 July 2007. If you hold your
Baggeridge Shares as a CREST-sponsored member, you should refer to your CREST
sponsor as only your CREST sponsor will be able to send the necessary TTE
instructions to CRESTCo.
Holders of Baggeridge Shares who have validly accepted and not validly withdrawn
their acceptances to the Original Offer or the Revised Offer will automatically
receive consideration payable under the Final* Offer and need therefore take no
further action.
Capitalised terms used, but not defined in this announcement have the same
meaning as given to them in the Final Offer Document.
Enquiries:
Wienerberger AG
Karin Hofmann +43 1 60192 463
UBS Investment Bank (Financial Adviser to Wienerberger)
Jonathan Evans +44 20 756 78000
Thomas Onions +44 20 756 78000
Ballard Associates (PR Advisers to Wienerberger)
Louise Ballard +44 20 7062 1111
Baggeridge Brick Plc
Alan Baxter +44 1902 880 555
Martyn Haines +44 1902 880 555
Arbuthnot Securities Limited (Financial Adviser to Baggeridge)
James Steel +44 20 7012 2000
Antonio Bossi +44 20 7012 2000
Bankside Consultants (PR Advisers to Baggeridge)
Charles Ponsonby +44 20 7367 8888 / +44 7789
202312
This announcement is for information only, and does not constitute, and must not
be construed as, an offer to sell or an invitation to purchase or subscribe for
any securities or the solicitation of an offer to purchase or subscribe for any
securities, pursuant to the Final* Offer or otherwise. The Final* Offer is made
solely by the Final Offer Document and, in the case of Baggeridge Shareholders
holding Baggeridge Shares in certificated form, the Final* Form of Acceptance
accompanying the Final Offer Document, which contains the full terms and
conditions of the Final* Offer and the Loan Note Alternative (including details
of how the Final* Offer may be accepted). Baggeridge Shareholders are advised to
read the Final Offer Document and, in the case of Baggeridge Shareholders
holding Baggeridge Shares in certificated form, the Final* Form of Acceptance as
they contain important information.
UBS is acting for Wienerberger FS and no-one else in connection with the Final*
Offer and will not be responsible to anyone other than Wienerberger FS for
providing the protections afforded to clients of UBS nor for providing advice in
relation to the Final* Offer or any matter referred to in this announcement.
Arbuthnot Securities Limited is acting for Baggeridge and no one else in
connection with the Final* Offer and will not be responsible to anyone other
than Baggeridge for providing the protections afforded to clients of Arbuthnot
Securities Limited or for providing advice in relation to the Final* Offer or
any matter referred to in this announcement.
The availability of the Final* Offer to Baggeridge Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Such persons should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdictions. Further details in
relation to overseas shareholders will be contained in the Final Offer Document.
The Final* Offer will not be made, directly or indirectly, in, into or from any
jurisdiction where to do so would violate the laws in that jurisdiction.
Accordingly, copies of this announcement and formal documentation relating to
the Original Offer, Revised Offer and Final* Offer will not be and must not be,
mailed or otherwise forwarded, distributed or sent in, into or from any
jurisdiction where to do so would violate the laws in that jurisdiction. Persons
receiving this announcement (including custodians, nominees and trustees) must
not mail or otherwise distribute or send this announcement in, into or from any
jurisdiction where to do so would violate the laws in that jurisdiction.
The Loan Notes which may be issued pursuant to the Loan Note Alternative have
not been, nor will they be, listed on any stock exchange and have not been, nor
will they be, registered under the Securities Act or under any relevant laws of
any state or other jurisdiction of the United States (or under the securities
laws of any other jurisdiction which Wienerberger FS is advised to treat as a
Loan Note Restricted Jurisdiction); the relevant clearances have not been, and
will not be, obtained from the securities commission of any province, territory
or jurisdiction of Canada; nor has a prospectus been lodged with, or registered
by, the Australian Securities and Investments Commission, nor have any steps
been taken, nor will any steps be taken, to enable the Loan Notes to be offered
in compliance with the applicable securities laws of Japan. Accordingly, unless
an exemption under relevant securities laws is available, the Loan Notes may not
be offered, sold, resold, delivered or transferred, directly or indirectly, in
or into a Loan Note Restricted Jurisdiction in which an offer of the Loan Notes
would constitute a violation of the relevant laws of, or require registration of
the Loan Notes in, such jurisdiction or to, or for the account or benefit of, a
person located in a Loan Note Restricted Jurisdiction.
* Wienerberger reserves the right to increase, or otherwise amend the Final
Offer (or any part thereof) (i) with the recommendation of the Board of
Baggeridge; or (ii) if a firm intention to make a competing offer for Baggeridge
is announced, whether or not subject to any preconditions; or (iii) with the
consent of the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
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