INST Instore

    RNS Number : 1652A
  Seaham Investments Limited
  30 July 2008
   

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER
RESTRICTED JURISDICTION
    OFFER
    for
    INSTORE PLC
    by
    SEAHAM INVESTMENTS LIMITED 
    (an indirect wholly-owned subsidiary of Crown Crest Group Limited)

    Offer wholly unconditional
    The Board of Seaham Investments is pleased to announce that the remaining outstanding condition to its Offer for Instore was satisfied
on 29 July 2008 and that, accordingly, the Offer is unconditional in all respects.
    Level of acceptances and ownership
    As at 1.00 p.m. (London time) on 29 July 2008, Seaham Investments had received valid acceptances of the Offer in respect of a total of
53,243,634 Instore Shares (including acceptances in respect of all of the 46,538,000 Instore Shares which were the subject of an irrevocable
undertaking to accept the Offer from Tradegro) representing approximately 23.3 per cent. of the existing issued ordinary share capital of
Instore.
    In addition, Seaham Investments owns 69,953,219 Instore Shares, representing approximately 30.63 per cent. of Instore's existing issued
ordinary share capital and BBHISL Nominees Limited (on behalf of Abdul Aziz Tayub) holds 325,000 Instore Shares (representing approximately
0.14 per cent. of Instore's existing issued ordinary share capital).
    Accordingly, as at 1.00 p.m. (London time) on 29 July 2008, Seaham Investments and connected parties, being BBHISL Nominees Limited (on
behalf of Abdul Aziz Tayub), owned or had received valid acceptances of the Offer in respect of a total of 123,521,853 Instore Shares,
representing approximately 54.1 per cent. of the existing issued ordinary share capital of Instore.
    As set out in the Offer Document, Seaham Investments received an irrevocable undertaking from Tradegro to accept the Offer in respect of
46,538,000 Instore Shares, representing approximately 20.4 per cent. of Instore's existing issued ordinary share capital. In addition,
Tradegro has given an irrevocable undertaking not to accept the Offer in respect of approximately 35,235,252 Instore Shares, representing
approximately 15.4 per cent. of Instore's existing issued ordinary share capital. As noted above, Seaham Investments has received valid
acceptances in respect of all of the Instore Shares which were the subject of this irrevocable undertaking to accept the Offer. These
acceptances are included in the total above.
    Further acceptance
    Notice is hereby given that the Offer will remain open for acceptance until further notice and Instore Shareholders who have not yet
accepted the Offer are urged to do so as soon as possible.
    Instore Shareholders who hold their Instore Shares in certificated form and have not yet accepted the Offer are encouraged to complete,
sign and return the Form of Acceptance in accordance with the instructions set out in the Offer Document and on the Form of Acceptance, so
as to be received by Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU (telephone number +44
(0) 871 664 0321) as soon as possible.
    Instore Shareholders who hold their Instore Shares in uncertificated form (that is in CREST) and have not yet accepted the Offer are
encouraged to take the action set out in paragraph 13(c)(i) of the letter from Seaham Investments contained in Part II of the Offer Document
to transfer or procure the transfer of their Instore Shares to an escrow balance as soon as possible.
    Settlement of the consideration due under the Offer in respect of valid acceptances which have been received (and are complete in all
respects) today or earlier will be despatched or, in respect of valid acceptances which relate to Instore Shares held in uncertificated
form, made by means of a CREST payment, on or before 12 August 2008. Settlement of the consideration in respect of further acceptances which
are valid and complete in all respects, will be despatched or made within 14 days of receipt.
    General
    Terms contained in the Offer Document have the same meaning in this announcement unless the context otherwise requires.
    Save as disclosed in this announcement or in the Offer Document, neither Seaham Investments or Crown Crest, nor any person acting in
concert with Seaham Investments or Crown Crest for the purposes of the Offer, is interested in or has any rights to subscribe for any
Instore Shares, nor does any such person have any short position in Instore Shares (whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery and borrowing or lending of Instore Shares. For these purposes, an "interest" includes any long economic
exposure, whether conditional or absolute, to changes in the price of securities and a person is 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 reference to, securities.
    Neither Seaham Investments or Crown Crest, nor any person acting, or presumed to be acting, in concert with Seaham Investments or Crown
Crest, has borrowed or lent any Instore Shares (save for any borrowed shares which have either been on-lent or sold).
    Enquiries
    KBC Peel Hunt Ltd (Financial Adviser to Seaham Investments Limited)
    Jonathan Grassi                Tel: + 44 (0) 207 418 8900            
    David Anderson
    Alina Savych

    KBC Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
Seaham Investments and Crown Crest and for no one else in connection with the Offer and will not be responsible to anyone other than Seaham
Investments and Crown Crest for providing the protections afforded to customers of KBC Peel Hunt or for providing advice in relation to the
Offer or to the matters referred to in this summary and this announcement.
    The release, publication or distribution of this summary and this announcement in jurisdictions other than the United Kingdom may be
restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any applicable requirements. 
    This announcement does not constitute, or form any part of, an offer or an invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is made solely by means of the Offer
Document, a notice published in the London Gazette and the Form of Acceptance (in respect of certificated Instore Shares), which contain the
full terms and conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the Offer
should be made only on the basis of the information in the Offer Document and (in the case of certificated Instore Shares) the Form of
Acceptance.
    Copies of the Offer Document are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted) at the offices of Pinsent Masons LLP, City Point, One Ropemaker Street, London EC2Y 9AH while the Offer remains open for
acceptance.
    Overseas Jurisdictions
    This announcement has been prepared in accordance with English law, the City Code and the Disclosure and Transparency Rules and
information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside
England.
    Unless otherwise determined by Seaham Investments or required by the City Code and permitted by applicable law and regulation, the Offer
is not being, and will not be made, directly or indirectly, in or into any Restricted Jurisdiction, and the Offer may not be capable of
acceptance from or within any Restricted Jurisdiction. Accordingly, unless otherwise determined by Seaham Investments or required by the
City Code and permitted by applicable law and regulation, copies of this announcement, the Offer Document, the Form of Acceptance and any
other documents relating to the Offer are not being, and must not be, indirectly or directly, mailed, transmitted or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction. All persons (including, without limitation, custodians, nominees and
trustees) receiving this announcement, the Offer Document, the Form of Acceptance and any other documents relating to the Offer should
observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this announcement, the Offer Document, the
Form of Acceptance and any other documents relating to the Offer in, into or from any Restricted Jurisdiction. Any person (including,
without limitation, any custodian, nominee or trustee) who would, or otherwise intends to, or may have a contractual or legal obligation to,
forward this announcement, the Offer Document and/or the Form of Acceptance and/or other related document to any jurisdiction outside the UK
should inform themselves of, and observe, any applicable legal or regulatory requirements of such jurisdiction and should also seek
appropriate advice before doing so.


This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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