RNS Number:2768B
Wienerberger AG
01 August 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
1 August 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 17 August 2007. The Final Offer will not be extended beyond
this date.
The Board of Wienerberger is pleased to announce that as at 1.00p.m. on 31 July
2007, it had received valid acceptances of the Final Offer in respect of
22,118,267 Baggeridge Shares, representing, in aggregate, approximately 53.5 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 40,722,583 Baggeridge Shares in aggregate,
representing approximately 98.6 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.
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 17 August 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 17 August 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.
As Wienerberger has received acceptances which, together with other shares
acquired, represent 90 per cent. or more of the Baggeridge Shares to which the
Final Offer relates, Wienerberger intends to apply the provisions of sections
974 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily the
outstanding Baggeridge Shares to which the Offer relates. Accordingly,
Wienerberger will be posting in due course formal notices under section 979 of
the Companies Act 2006 to Baggeridge Shareholders who have not accepted the
Final Offer by 17 August.
Wienerberger also intends to procure that Baggeridge will apply to the Financial
Services Authority for the listing of Baggeridge Shares on the Official List to
be cancelled and to the London Stock Exchange for the admission to trading of
Baggeridge Shares to be cancelled. It is anticipated that the cancellation of
the listing of Baggeridge Shares on the Official List and the cancellation of
the admission to trading of Baggeridge Shares on the London Stock Exchange will
take effect not earlier than 30 August 2007, being 20 business days following
the date of this announcement.
Delisting would significantly reduce the liquidity and marketability of any
Baggeridge Shares in respect of which acceptances of the Final Offer are not
submitted.
It is anticipated that, after the Baggeridge Shares are de-listed, Baggeridge
will be re-registered as a private company under the relevant provisions of the
Companies Act 1985.
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
Barbara Braunock +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.
This information is provided by RNS
The company news service from the London Stock Exchange
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