Press releases
Arriva plc offer for TGM Group plc - compulsory acquisition of TGM Shares
22 January 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Recommended Cash Offer
by
Arriva plc
for the whole of the issued and to be issued ordinary share capital of
Tellings Golden Miller Group plc
Compulsory acquisition of Tellings Golden Miller
Shares
On 20 December 2007, the Boards of Arriva and Tellings Golden Miller announced the terms of a recommended cash offer to be made by Arriva to acquire the entire issued and to be issued ordinary share capital of Tellings Golden Miller at a price of 45 pence in cash for each Tellings Golden Miller Share. The Offer Document setting out the full terms and conditions of the Offer was posted to Tellings Golden Miller Shareholders on 21 December 2007.
On 11 January 2008, the Board of Arriva declared the Offer unconditional in all respects and at the same time also confirmed that, as valid acceptances had been received in respect of more than 90 per cent. in value of the Tellings Golden Miller Shares to which the Offer related and more than 90 per cent. of the voting rights carried by those shares, it intended to use the procedure set out in sections 979 to 982 (inclusive) of the Companies Act 2006 to acquire compulsorily, on the same terms as the Offer, any outstanding Tellings Golden Miller Shares in respect of which the Offer had not been accepted.
The Board of Arriva now announces that it has initiated the compulsory acquisition procedure under the Companies Act 2006 and has today posted formal notices pursuant to section 980(1) of the Companies Act 2006 to all Tellings Golden Miller Shareholders who have not yet accepted the Offer. Tellings Golden Miller Shareholders who have neither accepted the Offer by 4 March 2008 nor made an application to court under section 986 of the Companies Act 2006 by that date will have their Tellings Golden Miller Shares transferred to Arriva pursuant to the compulsory acquisition procedure under the Companies Act 2006.
The board of Arriva announces that the Offer will remain open for acceptance until further notice. At least 14 days’ written notice will be given by an announcement to Tellings Golden Miller Shareholders who have not accepted the Offer before the Offer is closed.
As announced on 15 January 2008, Arriva has procured the making of an application by Tellings Golden Miller to the London Stock Exchange for the cancellation of admission to trading of Tellings Golden Miller Shares on AIM which will take effect on 12 February 2008.
Tellings Golden Miller Shareholders who hold Tellings Golden Miller Shares in certificated form and who have not accepted the Offer and wish to do so should complete the Form of Acceptance in accordance with the instructions printed on it and return it together with their share certificate(s) or other document(s) of title as soon as possible, so as to be received by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or (during normal business hours only) by hand to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS13 8AE.
Tellings Golden Miller Shareholders who hold Tellings Golden Miller Shares in uncertificated form (that is, in CREST) and who have not accepted the Offer and wish to do so must make their acceptance electronically through CREST so that the TTE instruction settles as soon as possible.
All Tellings Golden Miller Shareholders who have any queries relating to the procedure for acceptance of the Offer or who have not received the Offer Document or Form of Acceptance should contact Computershare Investor Services PLC on 0870 707 1341 or, from outside the UK, on +44 870 707 1341.
Settlement of the consideration to which any Tellings Golden Miller Shareholder is entitled under the Offer will be effected by the despatch of cheques or the crediting of CREST accounts (as applicable) (i) in the case of acceptances, complete in all respects, received by 11 January 2008, the first closing date of the Offer, by no later than 25 January 2008; or (ii) in the case of acceptances received, complete in all respects, after 11 January 2008 but while the Offer remains open for acceptance, within 14 days of such receipt. Tellings Golden Miller Shareholders will not receive the consideration due to them unless they validly complete and return a form of Acceptance, submit an electronic acceptance through CREST or the compulsory acquisition procedure under the Companies Act 2006 is completed in its entirety.
The Offer remains subject to the terms set out in the Offer Document.
Terms defined in the Offer Document shall have the same meanings in this announcement. The terms ‘acting in concert’ and ‘relevant securities’ have the same meanings as in the Code.
