Craig & Rose PLC - Possible Offer by A S Perloff
July 22 1999 - 12:59PM
UK Regulatory
RNS No 8630a
CRAIG & ROSE PLC
22 July 1999
CRAIG & ROSE PLC ("Craig & Rose" or "the Company")
Possible offer by A S Perloff Esq
On 14th July, 1999 it was announced that Mr Alaster Cunningham, a
director of Craig & Rose had made recommended mandatory offers for
all the issued Ordinary Stock that he does not already own at a
price of 135p per stock unit and for all the Preference Stock of the
Company at a price of 100p per stock unit. At the time of the
publication of the offer document, Alaster Cunningham owned 30.3 per
cent. of Craig & Rose's existing issued ordinary capital. Certain
other Craig & Rose stockholders, who are considered to be acting in
concert with Alaster Cunningham for the purposes of the City Code,
own 23.2 per cent. of Craig & Rose's existing issued ordinary
capital. Accordingly, the Concert Party hold in excess of 50 per
cent. of the issued ordinary capital of the Company and the Offers
are fully unconditional.
Andrew Perloff announces that he intends to approach the Board of
Craig & Rose and Bell Lawrie Wise Speke, the independent financial
adviser to the Board of Craig & Rose, to seek discussions with them
and the other members of the Concert Party to ascertain whether cash
offers of 180p per Ordinary Stock unit and 100p per Preference Stock
unit would be recommended by Bell Lawrie Wise Speke and undertakings
to accept such an offer would be received from sufficient Ordinary
Stockholders to allow an acceptance condition of 50 per cent. of the
issued ordinary stock to be satisfied. If such offers were to be
made, the earliest date that they could be made would be the day
after the current mandatory offers made by Alaster Cunningham close,
which would be 19th August, 1999 at the earliest.
Andrew Perloff intends to discuss with Alaster Cunningham and the
Rose family the possibility of Craig & Rose disposing of the paint
business to some or all of the members of the Concert Party at a
fair and reasonable price, although the sale of such business is not
a pre-condition of the making of any offer. If such a disposal were
to be contemplated, under the Rules of the City Code, Bell Lawrie
Wise Speke, as independent adviser to the Board of Craig & Rose,
would be required to confirm that in its opinion the terms of the
transaction are fair and reasonable and the transaction would have
to be approved at a general meeting of Craig & Rose.
Andrew Perloff has agreed with the Panel on Takeovers and Mergers to
seek to enter into discussions with the relevant parties immediately
and to announce the outcome of the discussions as soon as possible.
As the Offers by Alaster Cunningham are unconditional, any
acceptances are irrevocable and not capable of being withdrawn.
Accordingly, Ordinary Stockholders and Preference Stockholders are
urged not to accept the Offers until the conclusion of the above
mentioned discussions.
Enquiries
Andrew Perloff 0171 278 8011
John East & Partners
David Worlidge 0171 628 2200
Andrew Perloff accepts responsibility for the information contained
in this announcement. To the best of his knowledge and belief
(having taken all reasonable care to ensure that this is the case)
such information for which he accepts responsibility in this
announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
John East & Partners Limited of Crystal Gate, 28-30 Worship Street,
London EC2A 2AH, has approved this announcement as an investment
advertisement solely for the purposes of Section 57 of the Financial
Services Act 1986. John East & Partners Limited is regulated by The
Securities and Futures Authority Limited.
END
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