Galliford Try Regulatory News (GFRD)

16 Feb 2007 07:01

Galliford Try PLC16 February 2007 THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR PUBLICATIONOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTIONIS UNLAWFUL. Galliford Try plc ("Galliford Try") Recommended Offers by Galliford Try plc to acquire the whole of the issued and to be issued share capital of Linden Holdings PLC ("Linden") OFFER UNCONDITIONAL AS TO ACCEPTANCES On 8 February 2007, Galliford Try announced the terms of recommended cash offersto purchase the entire issued and to be issued share capital of Linden (the"Offers"). The document setting out the full terms of the Offers (the "OfferDocument") was posted to Linden Shareholders on 8 February 2007. In addition, on8 February 2007 Galliford Try announced a placing of new Galliford Try shares toraise approximately £144.3 million (net of expenses) to fund the considerationpayable under the Offers (the "Placing"). The Board of Galliford Try is pleased to announce that as at 5.00 p.m. on 15February 2007, valid acceptances of the Offers had been received in respect of atotal of 5,185,107 Linden A Shares representing 88.6 per cent of the Linden AShares and 2,345,934 Linden B Shares representing 100 per cent of the Linden BShares. Accordingly, the Offers have become unconditional as to acceptances. The Offerswill remain open for acceptances until the first closing date of the Offers of3.00 p.m. on 8 March 2007. The Offers remain conditional upon the otherconditions set out in Appendix 1 of the Offer Document. Prior to making the Offers, Galliford Try obtained irrevocable undertakings toaccept, or procure the acceptance of, the Offers from all of the LindenDirectors and certain other Linden Shareholders representing 89.7 per cent. ofthe Linden A Shares and 100 per cent. of the Linden B Shares in issue. At 5.00p.m. on 15 February 2007 Galliford Try had received valid acceptances in respectof all such shares save in respect of an irrevocable undertaking over 60,000shares given by Rob Lambie. The acceptances received pursuant to the irrevocable undertakings are includedin the total number of valid acceptances referred to above. Save as disclosed in this announcement, neither Galliford Try nor any personacting in concert with it for the purpose of the Offers, has an interest in (ora right to subscribe for or any short positions (whether conditional or absoluteand whether in the money or otherwise), including any short positions under aderivative, any agreement to sell or any delivery obligation or right to requireanother person to purchase or take delivery in respect of) or has borrowed orlent any Linden Shares during the Offer Period. Linden Shareholders who wish to accept the Offers and have not done so, shouldcomplete their Forms of Acceptance and return them by post to Lloyds TSBRegistrars, The Causeway, Worthing, West Sussex BN99 6DA as soon as possible byfollowing the procedure set out in Appendix I, Part 3 of the Offer Document. Additional Forms of Acceptance are available from Lloyds TSB Registrars bytelephone on 0870 240 7967 (or +44 1903 276 342 if telephoning from outside theUK) or at the address referred to above. Words and expressions defined in the Offer Document, unless the contextotherwise requires, bear the same meaning as used in this announcement. Enquiries: Galliford Try plcGreg Fitzgerald, Chief Executive +44 (0) 18 9585 5220Frank Nelson, Finance Director +44 (0) 18 9585 5221 PricewaterhouseCoopers LLP (Financial Adviser)Gerry Young +44 (0) 20 7583 5000Ruben Baskaran +44 (0) 20 7583 5000 KBC Peel Hunt Ltd (Broker and Underwriter)Simon Hayes +44 (0) 20 7418 8900Julian Blunt +44 (0) 20 7418 8900 Bell Pottinger Corporate & Financial (PR adviser)Ann-marie Wilkinson +44 (0) 20 7861 3932Geoff Callow +44 (0) 20 7861 3877 This announcement does not constitute or form part of any offer to sell or thesolicitation of an offer to subscribe for or buy any security, nor is it asolicitation of any vote or approval in any jurisdiction, nor shall there be anysale, issuance or transfer of the securities referred to in this announcement inany jurisdiction in contravention of applicable law. Any acceptance or otherresponse to the Offers should be made only on the basis of information referredto in the Offer Document and the Form of Acceptance. PricewaterhouseCoopers LLP, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority for designated investment business,is acting exclusively for Galliford Try plc and for no one else in relation tothe Offers and the Placing and Open Offer and will not be responsible to anyoneother than Galliford Try plc for providing the protections afforded to clientsof PricewaterhouseCoopers LLP or for giving advice in relation to the Offers,the Placing and Open Offer, or any other matter referred to in thisannouncement. KBC Peel Hunt Ltd, which is regulated in the United Kingdom by the FinancialServices Authority, is acting as corporate broker to Galliford Try plc inrelation to the Placing and Open Offer and is not acting for any other personand will not be responsible to any other person for providing the protectionsafforded to customers of KBC Peel Hunt Ltd nor for advising them on the contentsof this announcement or any other matter referred to in this announcement. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore persons insuch jurisdictions into which this announcement is released, published ordistributed should inform themselves about, and observe, such restrictions. Andfailure to comply with the restrictions may constitute a violation of securitieslaws of any such jurisdiction. Unless otherwise determined by Galliford Try and permitted by applicable law andregulation, the Offers are not being, and will not be, made, directly orindirectly, in, into or from, or by use of the mails of, or by any means orinstrumentality (including, without limitation, facsimile transmission, telex,telephone or email) of interstate or foreign commerce of, or by any facility ofa national securities exchange of, nor will it be made in, into or from theUnited States, Canada, Australia or Japan or any other jurisdiction if to do sowould constitute a violation of the relevant laws of such jurisdiction and theOffers will not be capable of acceptance by any such use, means, instrumentalityor facilities. Accordingly, copies of this announcement, the Offer Document, theForm of Acceptance and any other documents relating to the Offers are not being,and must not be, directly or indirectly, mailed, transmitted or otherwiseforwarded, distributed or sent, in whole or in part, in, into or from the UnitedStates, Canada, Australia or Japan or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and personsreceiving such documents (including custodians, nominees and trustees) must notdirectly or indirectly mail, transmit or otherwise forward, distribute or sendthem in, into or from any such jurisdiction as to do so may invalidate anypurported acceptance of the Offers. This information is provided by RNS The company news service from the London Stock Exchange