REG-EAG Inc Offer Update
Released: 05/09/2008
com:20080905:RnsE8119C
.
RNS Number : 8119C
EAG Inc
05 September 2008
Not for release, publication or distribution, in whole or in part, in, into or
from Canada, Australia, Japan or any other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction
FOR IMMEDIATE RELEASE
5 September 2008
Recommended Increased Cash Offer
for EAG Limited
by EAG, Inc.,
a company formed at the direction of
Odyssey Investment Partners Fund III, LP
VALID ACCEPTANCES RECEIVED FROM APPROXIMATELY 91.6 PER CENT. OF EAG SHARES TO
WHICH THE OFFER RELATES
OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES
On 13 August 2008, the board of EAG, Inc. ("EAGI"), a company formed at the
direction of Odyssey Investment Partners Fund III, LP, announced the terms of an
increased cash offer to acquire the entire issued and to be issued share capital
of EAG Limited ("EAG"), other than the Acquired Shares, at a price of 130 pence
per EAG share (the "Increased Offer"). The offer document setting out the full
terms of the Increased Offer (the "Increased Offer Document") was posted to EAG
Shareholders on 21 August 2008 and the Increased Offer was subsequently
recommended by the Independent Directors of EAG on 22 August 2008.
The board of EAGI is now pleased to announce that the acceptance condition set
out in paragraph (a) of Part A of Appendix I to the Initial Offer Document has
been satisfied and that the Increased Offer is hereby declared unconditional to
acceptances. The Increased Offer is subject to a number of other conditions as
set out in paragraphs (b) to (j) (inclusive) of Part A of Appendix I to the
Initial Offer Document, all of which remain outstanding. Unless otherwise agreed
between EAGI and the Independent Directors of EAG, the Increased Offer will
lapse unless all such conditions have been satisfied or (if capable of waiver)
waived or, where appropriate, have been determined by EAGI to be or remain
satisfied, by midnight (London time) on 26 September 2008.
The board of EAGI furthermore announces that the Increased Offer is being
extended and will remain open for acceptance until further notice.
Level of Acceptances
As at 1.00 p.m. (London time) on 4 September 2008, being the first closing date
of the Increased Offer, valid acceptances of the Increased Offer had been
received in respect of a total of 51,951,176 EAG Shares representing
approximately 77.8 per cent. of the issued share capital of EAG and
approximately 91.6 per cent. of the EAG Shares to which the Increased Offer
relates (being the entire issued and to be issued share capital of EAG other
than the 10,017,485 Acquired Shares).
Furthermore, EAGI is a party to Contribution and Subscription Agreements entered
into with certain EAG shareholders who have agreed to exchange a further
10,017,485 EAG Shares, representing, approximately 15.0 per cent. of EAG's
existing issued share capital for shares in EAGI.
Accordingly, as at 1.00 p.m. (London time) on 4 September 2008, EAGI had, in
aggregate, received acceptances of the Increased Offer in respect of, or was a
party to Contribution and Subscription Agreements to acquire, a total of
61,968,661 EAG Shares, representing approximately 92.8 per cent of the existing
issued share capital of EAG.
Cancellation of admission to trading on AIM
It is the intention of the board of EAGI to take steps to procure, as soon as
practicable, the making of an application by EAG to the London Stock Exchange
for the cancellation of admission to trading of EAG Shares on AIM; a further
announcement will follow shortly giving at least 20 prior Business Days notice
of such cancellation. It is anticipated that, following the cancellation of
admission, EAG will be re-registered as a private company under the relevant
procedures of the Companies Law. EAG Shareholders who have not yet accepted the
Increased Offer should note that cancellation is likely to reduce significantly
the liquidity and marketability of EAG Shares not acquired under the Increased
Offer. Once cancellation of admission has taken effect, EAG Shareholders will no
longer be able to effect transactions in EAG Shares on AIM.
EAG Shareholders who have not yet accepted the Increased Offer
EAG Shareholders who have not yet accepted the Increased Offer and who hold EAG
Shares in certificated form are encouraged to complete, sign and return the New
Form of Acceptance, together with the relevant share certificates or other
document(s) of title by post or (during normal business hours only) by hand to
Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU as soon as possible. EAG Shareholders who have not yet
accepted the Increased Offer and who hold EAG Shares in uncertificated form
(that is, in CREST) are encouraged to accept the Increased Offer electronically
through CREST so that the relevant TTE Instruction settles as soon as possible.
Full details of how to accept the Increased Offer in respect of certificated and
uncertificated EAG Shares are set out in the Increased Offer Document and, in
the case of certificated EAG Shares, the accompanying New Form of Acceptance.
Terms used, but not defined, in this announcement shall have the same meanings
given to them in the Increased Offer Document.
Enquiries:
EAGI Tel: +1 818 737 1107
Randy Paulson Tel: +1 818 737 1102
William F. Hopkins
Credit Suisse (financial adviser to EAGI) Tel: +44 20 7888 8888
Richard Probert David Whiteley
Tom Edwards-Moss
Credit Suisse, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for EAGI and no one else in
connection with the Increased Offer and will not be responsible to anyone other
than EAGI for providing the protections afforded to its clients or for providing
advice in relation to the Increased Offer or in relation to the matters
described in this announcement or any transaction or arrangement referred to
herein.
This announcement is not intended to and does not constitute or form any part of
an offer to sell or an invitation to purchase or subscribe for any securities or
the solicitation of an offer to purchase or subscribe for any securities
pursuant to the Increased Offer or otherwise. The Increased Offer is made solely
through the Increased Offer Document and the New Form of Acceptance, which
together contain the full terms and conditions of the Increased Offer, including
details of how to accept the Increased Offer. Any acceptance or other response
to the Increased Offer should be made only on the basis of the information
contained in the Initial Offer Document, the Increased Offer Document, the Form
of Acceptance and the New Form of Acceptance.
The release, publication or distribution of this announcement in jurisdictions
other than the UK and Jersey may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the UK and Jersey
should inform themselves about, and observe, any applicable requirements. Any
failure to comply with the applicable requirements may constitute a violation of
the securities laws of any such jurisdiction. This announcement has been
prepared for the purpose of complying with the laws of the UK and Jersey and the
information disclosed herein may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws of
jurisdictions outside the UK and Jersey.
The Increased Offer is not being made, directly or indirectly, in or into, and
the Increased Offer is not capable of acceptance from within, Canada, Australia
or Japan or any other jurisdiction if to do so would constitute a violation of
the relevant laws of such jurisdiction. Accordingly, copies of this announcement
are not being, will not be and must not be mailed or otherwise forwarded,
distributed or sent in, into or from Canada, Australia or Japan or any other
such jurisdiction if to do so would constitute a violation of the relevant laws
of such jurisdiction. Any persons (including without limitation custodians,
nominees or trustees) receiving this announcement must not mail, forward,
distribute or send it in, into or from Canada, Australia or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction.
This announcement, including information included or incorporated by reference
in this announcement, may contain "forward-looking statements" concerning the
Increased Offer, EAGI and the EAG Group. These statements are based on the
current expectations of the management of EAGI and are naturally subject to
uncertainty and changes in circumstances. Generally the words "will", "may",
"should", "could", "would", "can", "continue", "opportunity", "believes",
"expects", "intends", "anticipates", "estimates" or similar expression identify
forward looking statements. Forward-looking statements involve risk and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and the
behaviours of other market participants. These factors include the satisfaction
of the conditions to the Increased Offer, as well as additional factors, such
as: local and global political and economic conditions; significant price
discounting by competitors; changes in consumer habits and preferences; foreign
exchange rate fluctuations and interest rate fluctuations (including those from
any potential credit rating decline); legal or regulatory developments and
changes; the outcome of any litigation; the impact of any acquisitions or
similar transactions; competitive product and pricing pressures; success of
business and operating initiatives; and changes in the level of capital
investment. Other unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements. Given these
risks and uncertainties, undue reliance should not be placed on forward-looking
statements as a prediction of actual results. EAGI assumes no obligation and
does not intend to update these forward-looking statements whether as a result
of new information or otherwise, except as required pursuant to applicable law
and regulation.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEADNLESDPEAE