Press releases
Arriva plc offer for TGM Group plc - update
14 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
Offer declared unconditional in all respects
Background
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.
Level of acceptances
The Board of Arriva announces that, as at 3.00 p.m. (London time) on 11 January 2008, the first closing date of the Offer, valid acceptances of the Offer had been received from Tellings Golden Miller Shareholders in respect of a total of 21,993,539 Tellings Golden Miller Shares, representing approximately 95.88 per cent. of the existing issued ordinary share capital of Tellings Golden Miller and that such acceptances may be counted towards the satisfaction of acceptances to the Offer. None of these acceptances were received from persons acting in concert with Arriva.
This total includes valid acceptances of the Offer received in respect of a total of 16,279,746 Tellings Golden Miller Shares, representing approximately 70.97 per cent. of the existing issued ordinary share capital of Tellings Golden Miller, for which irrevocable undertakings to accept the Offer had been given by those Tellings Golden Miller Directors, together with certain persons connected with them, who are interested in Tellings Golden Miller Shares as described in the Offer Document. Neither Arriva nor any of its associates has any outstanding irrevocable commitment or letter of intent.
Condition 1 in Part A of Appendix I to the Offer Document allows Arriva to declare the Offer unconditional as to acceptances provided that Arriva has received valid acceptances of the Offer in respect of not less than 90 per cent. of the Tellings Golden Miller Shares to which the Offer relates. Accordingly, the Offer has become unconditional as to acceptances and, as the other conditions of the Offer have been satisfied or waived, the Board of Arriva is pleased to declare the Offer unconditional in all respects.
Save as disclosed in this announcement or in the Offer Document, neither Arriva nor any persons acting or deemed to be acting in concert with it has any interest in, a right to subscribe for or any short positions (whether conditional or absolute and whether in the money or otherwise), including any short positions under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any Tellings Golden Miller Shares or has borrowed or lent any Tellings Golden Miller Shares, save for any borrowed shares which have been either on-lent or sold.
Consideration
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 already received, complete in all respects, within 14 days of today’s date; or (ii) in the case of acceptances received, complete in all respects, after today’s date but while the Offer remains open for acceptance, within 14 days of such receipt.
Compulsory acquisition, cancellation of trading and re-registration
As valid acceptances have been received in respect of more than 90 per cent. in value of the Tellings Golden Miller Shares to which the Offer relates and more than 90 per cent. of the voting rights carried by those shares, Arriva now intends to use the procedures 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 has not been accepted, and a further announcement will be made in relation to the despatch of compulsory acquisition notices in due course.
Arriva also now intends to procure that Tellings Golden Miller applies to the London Stock Exchange for the cancellation of admission to trading of Tellings Golden Miller Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 20 Business Days from the date of this announcement. The cancellation of admission to trading of Tellings Golden Miller Shares will significantly reduce the liquidity and marketability of any Tellings Golden Miller Shares in respect of which the Offer has not been accepted.
It is also intended that, after the cancellation referred to above becoming effective, Tellings Golden Miller will be re-registered as a private company under the relevant provisions of the 1985 Act.
Directors
As set out in the Offer Document, both of the non-executive directors of Tellings Golden Miller (being J H Peddle and S G Thomson) have resigned from the Tellings Golden Miller Board.
Further acceptance of the Offer
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.
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.
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.
