Connecting to LinkedIn...

Blank

Offerco Update On OPD

Recommended Cash Offer by Offerco for OPD Group plc

First closing date acceptance level. Offer declared unconditional as to acceptances and wholly unconditional

Summary
The Board of Offerco announces the level of acceptances for its Offer for OPD at the first closing date of the Offer and that its Offer is declared unconditional as to acceptances and wholly unconditional. The Offer will be extended until 10 July 2009.

First closing date of the Offer - acceptances
On 5 June 2009, Offerco made an offer for the entire issued and to be issued ordinary share capital of OPD (the "Offer").

As at 1.00 pm on 26 June 2009, the first closing date of the Offer, valid acceptances had been received in respect of a total of 5,846,373 OPD Shares representing approximately 22.01 per cent of OPD's existing issued share capital. Each of these acceptances may be counted by Offerco towards the satisfaction of the acceptance condition of the Offer.

As set out in the Offerco Offer Document dated 5 June 2009, Offerco had received irrevocable undertakings from the OPD Directors and other OPD Shareholders to accept the Offer in respect of 1,978,446 OPD Shares, representing, in aggregate, approximately 7.4 per cent. of OPD's existing issued share capital. With respect to these irrevocable undertakings, valid acceptances of the Offer have been received in respect of 1,953,446 OPD Shares representing approximately 7.3 per cent of OPD's existing issued share capital. These acceptances are included in the total of valid acceptances referred to above. The balance of OPD Shares covered by these irrevocable undertakings to accept the Offer, being 25,000 OPD Shares representing approximately 0.1 per cent of OPD's existing issued share capital remain outstanding. The details of the irrevocable undertakings and of those that are outstanding are set out in the Appendix.

As set out in the Offerco Offer Document, parties deemed for the purposes of the Code to be acting in concert with Offerco, excluding Peter Hearn and Graphite whose OPD Shares have been transferred outside the terms of the Offer as referred to below, held 1,683,523 OPD Shares, representing, in aggregate, approximately 6.3 per cent. of OPD's existing issued share capital. Certain of these concert parties have also given irrevocable undertakings as referred to above. With respect to these concert parties, valid acceptances of the Offer have been received in respect of 1,632,153 OPD Shares representing approximately 6.1 per cent of OPD's existing issued share capital. These acceptances are included in the total of valid acceptances referred to above. The details of the concert party holdings are set out in the Appendix.

Peter Hearn, Graphite and Offerco entered into an Exchange Agreement on 26 May 2009, the terms of which include a conditional agreement by Offerco to acquire at a price equal to the Offer Price 6,982,250 OPD Shares from Peter Hearn and 1,543,837 OPD Shares from Graphite. Such shares have today been acquired outside the terms of the Offer. Hence Offerco controls 8,526,087 OPD Shares, representing approximately 32.1 per cent of the existing issued share capital of OPD.

Accordingly as at 1.00 pm on 26 June 2009 Offerco either owned or had received valid acceptances in respect of a total of 14,372,460 OPD Shares, representing approximately 54.11 per cent. of OPD's existing issued share capital.

Accordingly the condition in paragraph (a) of Appendix I Part A of the Offer Document is now satisfied and the Offer has become unconditional as to acceptances. All other conditions having been either fulfilled or waived, the Offer has become wholly unconditional.

Save as disclosed in this Announcement or in the Offer Document neither Offerco nor any person who was or may have been deemed to be acting in concert with Offerco for the purposes of the Offer held any OPD Shares (or interests in or rights over such shares) prior to 15 May 2009, the first day of the Offer Period, nor have they acquired or agreed to acquire any such shares (or rights over such shares) since the commencement of the Offer Period.

Offer extended
The Offer will be extended until 1.00 pm on 10 July 2009.

Tags:

Articles similar to

Articles similar to