BTP PLC - Offer Wholly Unconditional
March 03 2000 - 1:03AM
UK Regulatory
RNS Number:6138G
BTP PLC
3 March 2000
Not for release, publication or distribution in or into the
United States, Canada, Australia or Japan
Clariant AG
Recommended Cash Offer
by Clariant PLC
for
BTP plc
Offer Unconditional in All Respects
The board of Clariant PLC is pleased to announce that the
recommended cash offer (the "Offer") made by Wasserstein Perella
& Co. Limited on its behalf for the ordinary share capital of BTP
plc ("BTP") has been declared unconditional in all respects. The
Offer and the Loan Note Alternative will remain open for
acceptance until further notice.
As at 3:00 p.m. on 2 March 2000, Clariant PLC had received valid
acceptances of the Offer in respect of a total of 80,786,847 BTP
Shares representing approximately 45.6 per cent. of BTP's issued
ordinary share capital. These acceptances include acceptances
received pursuant to the irrevocable undertakings to accept the
Offer given by the directors of BTP and certain of their
associated interests prior to the announcement of the Offer in
respect of 311,475 BTP Shares, representing approximately 0.18
per cent. of BTP's issued ordinary share capital.
Of these valid acceptances, elections for the Loan Note
Alternative had been received in respect of 4,213,403 BTP Shares
representing approximately 2.4 per cent. of BTP's issued ordinary
share capital.
Additionally, during the Offer Period, Clariant PLC acquired or
agreed to acquire, in aggregate, 43,730,000 BTP Shares
representing approximately 24.7 per cent. of BTP's issued
ordinary share capital.
Accordingly, Clariant PLC now owns or has received valid
acceptances in respect of a total of 124,516,847 BTP Shares,
representing approximately 70.3 per cent. of BTP's issued
ordinary share capital.
Save as disclosed above, neither Clariant AG nor Clariant PLC nor
any associate, bank, stockbroker, financial or other professional
adviser (or any persons controlling, controlled by or under the
same control of such adviser) of Clariant AG or Clariant PLC
(other than an exempt market-maker or exempt fund manager), nor
any discretionary fund manager (other than an exempt fund
manager) connected with either of Clariant AG or Clariant PLC nor
any subsidiary of Clariant AG or Clariant PLC or any pension fund
of Clariant AG or Clariant PLC or of any of their subsidiaries
held any BTP Shares before the Offer Period or has acquired or
agreed to acquire any BTP Shares during the Offer Period.
Clariant PLC must effect settlement of the consideration due to
BTP Shareholders who validly accepted the Offer by the date of
this announcement by 17 March 2000.
BTP Shareholders who have not yet accepted the Offer are
encouraged to complete and return their Form of Acceptance as
soon as possible. Clariant PLC must settle the consideration due
to such BTP Shareholders within 14 days of receipt of an
acceptance form complete in all respects.
Definitions used in the Offer Document dated 31 January 2000 have
the same meanings when used in this announcement, unless the
context requires otherwise.
Press Enquiries:
Clariant Walter Vaterlaus +41 61 469 6741
Media Relations
Philipp Hammel +41 61 469 6740
Investor Relations
Holborn Public Relations David Bick +44 207 929 5599
The Offer is not being made, directly or indirectly, in or into,
or by use of the mails of, or by any means or instrumentality
(including, without limitation, telephonically or electronically)
of interstate or foreign commerce of, or any facilities of a
national securities exchange of, the United States, Canada,
Australia or Japan and the Offer is not capable of acceptance by
any such use, means, instrumentality or facilities or from within
the United States, Canada, Australia or Japan. Accordingly,
copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise distributed or sent
in or into or from the United States, Canada, Australia or Japan.
Doing so may invalidate any purported acceptance.
The members of the Executive Committee of the Board of Management
of Clariant AG accept responsibility for the information
contained in this announcement. To the best of the knowledge and
belief of the members of the Executive Committee of the Board of
Management of Clariant AG (who have taken all reasonable care to
ensure that such is the case), the information contained in this
announcement for which they are responsible is in accordance with
the facts and does not omit anything likely to affect the import
of such information.
The directors of Clariant PLC accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the directors of Clariant PLC (who have
taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Wasserstein Perella & Co. Limited, which is regulated in the UK
by The Securities and Futures Authority Limited, is acting for
Clariant AG and Clariant PLC and no one else in connection with
the Offer by Clariant PLC for BTP plc and will not be responsible
to anyone other than Clariant AG and Clariant PLC for providing
the protections afforded to customers of Wasserstein Perella &
Co. Limited or for giving advice in relation to the Offer.
This announcement, for which Clariant AG and Clariant PLC are
responsible, has been approved by Wasserstein Perella & Co.
Limited for the purposes of section 57 of the Financial Services
Act 1986.
END
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