Offer Unconditional.
By Thisismoney.co.uk, 15th June 2007
St James Holdings Limited
15 June 2007
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
15 June 2007
Recommended Cash Offer by St James Holdings Limited for Newcastle United PLC
OFFER UNCONDITIONAL IN ALL RESPECTS
St James Holdings Limited ("SJHL") is pleased to announce that its Offer for all of the issued and to be issued share capital of Newcastle United PLC made on 7 June 2007 has become unconditional as to acceptances. As there were no other conditions to the Offer, the Offer is hereby declared unconditional in all respects.
As at 11.00 a.m. (London time) on 15 June 2007, valid acceptances of the Offer had been received in respect of 40,384,262 Newcastle United Shares, representing approximately 30.34 per cent. of the existing issued share capital of Newcastle United. This includes acceptances in respect of 37,288,959 Newcastle United Shares (representing approximately 28.01 per cent. of the existing issued share capital of Newcastle United) which were received pursuant to irrevocable undertakings provided by Shepherd Offshore Limited, the company which holds the Shepherd family's Newcastle United Shares, and Timothy Revill, a non-executive director of Newcastle United.
In addition, SJHL holds 55,342,223 Newcastle United Shares, representing approximately 41.58 per cent. of Newcastle United's existing issued share capital, which were acquired from Wynyard (Guernsey) Limited, Cameron Hall Developments Limited and Cameron Hall Developments Limited Executive Pension Scheme (the ultimate beneficial owners of each of which are members of Sir John Hall's family) on 23 May 2007.
A further 6,848,960 Newcastle United Shares that were acquired through share purchases made on SJHL's behalf by Kaupthing Singer & Friedlander since posting the Offer Document have been certified as meeting the requirements of Rule 10 of the City Code, and can therefore be counted as valid acceptances under the Offer.
Therefore, as at 11.00 a.m. (London time) on 15 June 2007, SJHL owned, controlled or had received valid acceptances in respect of a total of 102,575,445 Newcastle United Shares, representing approximately 77.06 per cent. of the existing issued share capital of Newcastle United.
As set out in the Offer Document, SJHL now intends to procure the making of an application by Newcastle United to the London Stock Exchange for the cancellation of trading of Newcastle United Shares and to the UKLA for the cancellation of Newcastle United's listing, both of which are expected to take effect on or around 18 July 2007.
Furthermore, if SJHL receives valid acceptances of the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Newcastle United Shares to which the Offer relates, SJHL will seek to acquire compulsorily the Newcastle United Shares for which it has not received valid acceptances of the Offer or otherwise acquired, pursuant to sections 974-991 of the Companies Act 2006.
Newcastle United Shareholders who have not already accepted the Offer should follow the procedures set out in the Offer Document posted to Newcastle United Shareholders on 7 June 2007 if they wish to accept the Offer. Further copies of the Offer Document and Form of Acceptance are available to Newcastle United Shareholders who are entitled to receive these documents by calling Capita Registrars on 0870 162 3121 (or, from outside the United Kingdom, +44 20 8639 3399) between 9.00 a.m. and 5.00 p.m. (London time), Monday to Friday (excluding UK public holidays).
The first closing date of the Offer is 1.00 p.m. (London Time) on 28 June 2007.
The consideration due to accepting Newcastle United Shareholders is expected to be despatched either on or before 12 July 2007, in respect of acceptances valid and complete in all respects and received not later than 1.00 p.m. (London time) on 28 June 2007, or within 14 days of the date of receipt of further acceptances which are valid and complete in all respects.
Terms defined in the Offer Document dated 7 June 2007 have the same meaning in this announcement.
Enquiries:
Kaupthing Singer & Friedlander Tel: +44 (0)20 3205 5000
Nicholas How Cameron Jack Financial Dynamics Tel: +44 (0)20 7831 3113
Andrew Dowler Jonathon Brill Hawkpoint Patrick Wilson Tel: +44 (0)20 7665 4500
Jonathan Coddington Brunswick Jonathan Glass Tel: +44 (0)20 7404 5959
Conor McClafferty
Kaupthing Singer and Friedlander Capital Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for SJHL and no-one else in relation to the Offer and other matters described in this announcement and will not be responsible to anyone other than SJHL for providing the protections afforded to clients of Kaupthing Singer and Friedlander Capital Markets Limited or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.
Hawkpoint Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Newcastle United and no-one else in relation to the Offer and other matters described in this announcement and will not be responsible to anyone other than Newcastle United for providing the protections afforded to clients of Hawkpoint Partners Limited or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.
This announcement does not constitute an offer to sell or solicitation of an offer to purchase or subscribe for any securities pursuant to the Offer or otherwise. The Offer is being made by the Offer Document and (in respect of certificated Newcastle United shares) the Form of Acceptance, which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. The laws of relevant jurisdictions may affect the availability of the Offer to persons not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements.
The Offer is not intended to be made, directly or indirectly, in, into or from Australia, Canada, Japan or the United States and the Offer will not be capable of acceptance from or within Australia, Canada, Japan or the United States. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from Australia, Canada, Japan or the United States and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions, as doing so may invalidate any purported acceptance of the Offer.
This information is provided by RNS The company news service from the London Stock Exchange.
Nufcmismanagement view:
That's it, we've done it and Shepherd no longer has any control over the club, at least no control other than that allowed of him, he's now just like every other employee working for Newcastle United and is one step closer to where he should be, the door.