RNS Number:5914G
James R. Knowles (Holdings) PLC
21 July 2006
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
AMENDMENT
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")
Further to the announcement released at 1.30 pm today, the following text
included in that announcement:
"The Offer represents a premium of approximately 22 per cent. to the Closing
Price of 27 pence per Knowles Share on 1 December 2005 (being the last dealing
day prior to the announcement by the Board of Knowles that it had appointed
Brewin Dolphin Securities Limited ("Brewin Dolphin") as its advisor to seek a
buyer for the Executive Chairman's controlling shareholding in the Company)."
should be replaced with the paragraph below:
"The Offer represents a premium of approximately 10 per cent. to the Closing
Price of 30 pence per Knowles Share on 1 December 2005 (being the last dealing
day prior to the announcement by the Board of Knowles that it had appointed
Brewin Dolphin Securities Limited ("Brewin Dolphin") as its advisor to seek a
buyer for the Executive Chairman's controlling shareholding in the Company)."
This amendment should be read in conjunction with the earlier announcement.
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
Knowles Roger Knowles 0870 530 600
Brian Quinn 0870 530 600
Charlotte Parsons 0870 530 600
Brewin Dolphin Andrew Kitchingman 0113 241 0187
Keith Williams 0113 241 0186
This announcement has been approved by Ernst & Young LLP of 1 More London Place,
London, SE1 2AF as a financial promotion solely for the purposes of section 21
of the Financial Services and Markets Act 2000. Although Ernst & Young LLP has
approved this announcement as a financial promotion, it is not by doing so
providing any investment advice and it has no responsibility in respect of any
decision or investment you make.
This announcement does not constitute an offer or an invitation to purchase any
securities.
Ernst & Young LLP, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Hill and Hill SA and
no-one else in connection with the Offer and will not be responsible to anyone
other than Hill and Hill SA for providing the protections afforded to clients of
Ernst & Young LLP nor for giving advice in relation to the Offer, the contents
of this announcement or any other matters referred to therein.
Brewin Dolphin Securities Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Knowles and no-one else in connection with the Offer and will not be responsible
to anyone other than Knowles for providing the protections afforded to customers
of Brewin Dolphin Securities Limited, nor for providing advice in relation to
the Offer, the contents of this announcement or any other matter referred to
therein.
The Offer is not being made, and will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, email and telephone) of
interstate or foreign commerce of, or any facility of a national securities
exchange of, the United States, nor is it being made, and will not be made,
directly or indirectly in or into Canada, Australia or Japan, and the Offer
cannot be accepted by any such use, means, instrumentality or facility or from
or within the United States, Canada, Australia or Japan. Accordingly, copies of
this announcement, the Offer Document, any form of acceptance issued in relation
to it and any related documents are not being, and must not be, mailed or
otherwise distributed or sent in, into or from the United States, Canada,
Australia or Japan, and persons receiving such documents must not distribute,
send or mail them in, into or from the United States, Canada, Australia or Japan
or to any Restricted Overseas Person or use the US, Canadian, Australian or
Japanese mails or any such means, instrumentality or facility for any purpose,
directly or indirectly, in connection with the Offer and so doing may invalidate
any related purported acceptance of the relevant Offer.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1% or more of any class of 'relevant securities' of Knowles, all 'dealings' in
any 'relevant securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of Knowles, they will be deemed to be a
single person for the purpose of Rule 8.3.
Under the provisions of Rules 8.1 of the Code, all 'dealings' in 'relevant
securities' of Knowles by a potential offeror, or Knowles, or by any of their
respective 'associates', must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities. If you are in any doubt as
to whether or not you are required to disclose a "dealing" under Rule 8 you
should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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