RNS No 6164n
ACORN GROUP PLC
21 May 1999


  Not for release, distribution or publication in or into the                 
         United States, Canada, Australia or Japan.

              MSDW Investment Holdings Limited
                       
                   recommended Offer for

                      Acorn Group plc

             Section 703 tax clearance received

In accordance with paragraph 9 of the letter from Morgan 
Stanley & Co. Limited to Acorn Shareholders set out on 
page 9 of the Offer document, Morgan Stanley & Co. Limited 
is pleased to announce on behalf of MSDW Investment 
Holdings Limited, that section 703 tax clearance, as described 
in the Offer document, was received on 20 May 1999 from the 
Inland Revenue.

Morgan Stanley & Co. Limited also announces that early 
termination of the waiting period under the United States 
Hart-Scott-Rodino Antitrust Improvements Act 1976 was 
received on 17 May 1999.

Acorn Shareholders are reminded that the closing date of the 
Offer is 3.00pm (London time) on 25 May 1999.

Press enquiries:

Morgan Stanley & Co. Limited   Simon Robey   0171 425 5000

This announcement is not being made directly or indirectly in or 
into the United States, Canada, Australia or Japan, or to any 
North American Person or resident of Australia or Japan or by 
use of the mails of, or by any means or instrumentality of 
interstate or foreign commerce of, or any facilities of a national 
securities exchange of, any of the aforesaid jurisdictions.  This 
includes, but is not limited to, the post, facsimile transmission, 
telex, or any other electronic forms of transmission and 
telephone.  Accordingly, copies of this announcement are not 
being sent and must not be mailed or otherwise distributed or 
sent in or into the United States, Canada, Australia or Japan 
including to Acorn Shareholders, or participants in the Acorn 
Share Option Schemes or the Element 14 Share Option 
Scheme, with registered addresses in any of the aforesaid 
jurisdictions or to persons whom MSDW Investment Holdings 
knows, or has reason to believe, to be custodians, trustees or 
nominees holding Acorn Shares for persons with addresses in 
any of the aforesaid jurisdictions.  Persons receiving this 
announcement and/or such documents (including, without 
limitation, custodians, nominees and trustees) must not distribute 
or send them in, into or from the United States, Canada, 
Australia or Japan or use such mails or any such means, 
instrumentality or facility for any purpose directly or indirectly 
in connection with the Offer, and so doing may invalidate any 
purported acceptance of the Offer.

ARM Shares being offered under the Offer have not been and 
will not be registered under the United States Securities 
Act 1933, as amended, or under the laws of any state of the 
United States (and the relevant clearances have not been and 
will not be obtained from the relevant authorities in Canada, 
Australia and Japan) and may not be offered, sold, re-sold or 
delivered directly or indirectly, in or into the United States, 
Canada, Australia or Japan or to a U.S. person (as this term is 
defined in Regulation S under the United States Securities 
Act 1933, as amended), except pursuant to exemptions from 
the applicable requirements of such jurisdictions.

The availability of the Offer to persons not resident in the 
United Kingdom may be affected by the laws of the relevant 
jurisdictions.  Acorn Shareholders who are not resident in the 
United Kingdom should inform themselves about, and observe, 
any applicable requirements.

Morgan Stanley & Co. Limited, which is regulated by 
The Securities and Futures Authority Limited, is acting for 
MSDW Investment Holdings Limited and for no one else in 
connection with the Offer and will not be responsible to anyone 
other than MSDW Investment Holdings Limited for providing the 
protections afforded to customers of Morgan Stanley & 
Co. Limited nor for providing advice in relation to the Offer.

This announcement should be read in conjunction with the 
Offer document of 4 May 1999.  Save as disclosed herein, as at 
21 May 1999, the directors of MSDW Investment 
Holdings Limited are not aware of any material changes to the 
information set out in the Offer document of 4 May 1999.

The directors of MSDW Investment Holdings Limited are 
responsible for the information contained in this announcement.  
To the best of the knowledge and belief of the directors of 
MSDW Investment Holdings Limited (who have taken all 
reasonable care to ensure that such is the case), the information 
contained in this announcement is in accordance with the facts 
and does not omit anything likely to affect the import of such 
information.  The directors of MSDW Investment 
Holdings Limited accept responsibility accordingly.


END

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