RNS Number:8151G
James R. Knowles (Holdings) PLC
27 July 2006
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
RULE 8.4 ANNOUNCEMENT
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 on 21 July 2006, the following text
provides additional information relating to irrevocable undertakings to accept
the Offer:
Beneficial owner Number of Knowles Shares
----------------- -----------------
M C Charlton 869,243
----------------- -----------------
These undertakings continue to be binding even in the event of a competing offer
being made for Knowles.
Beneficial owner Number of Knowles Shares
Active Capital Trust plc 2,025,000
WGS Trust 100,000
D C Bakirgian Dec'd 60,000
Mrs E M R Lomax 30,000
Ms D L M Lee 10,000
Miss E C R Lee 10,000
Miss C Sarkis 9,250
Mrs D M Bakirgian 7,125
Total 2,251,375
These undertakings will cease to be binding if a competing offer is made for
Knowles which represents an increase in value of greater than 10 per cent. to
the Offer.
This announcement should be read in conjunction with the announcement dated 21
July 2006.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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