CFT Chieftain Grp

    RNS Number : 6225G
  Redhall Group PLC
  24 October 2008
   

                         REDHALL GROUP PLC ("REDHALL")
                     RECOMMENDED CASH OFFER (THE "OFFER") 
                    FOR CHIEFTAIN GROUP PLC ("CHIEFTAIN") 


           OFFER UNCONDITIONAL IN ALL RESPECTS (SAVE FOR ADMISSION)

  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY JURISDICTION IF
      TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
                                 JURISDICTION

 Offer unconditional in all respects (save for Admission)


 On 22 October 2008, Redhall announced that the Offer had been declared
 unconditional as to acceptances. Further to that announcement, and the
 confirmation that at the Redhall General Meeting shareholders of Redhall
 passed the Resolution, amongst other things, to increase the authorised share
 capital of Redhall in order to effect the placing in relation to the Offer,
 Redhall has now declared the Offer unconditional in all respects (save for
 Admission) with immediate effect. The Offer will remain open for acceptance
 until further notice.


 Admission


 Redhall has applied for the admission of 8,163,266 New Redhall Shares to
 trading on AIM, pursuant to the Placing to part fund the Offer. It is
 expected that dealings in the New Redhall Shares will commence at 8.00 a.m.
 on 31 October 2008.  On Admission, the Offer will become unconditional in all
 respects.


 Settlement of consideration


 Settlement of the consideration due under the Offer will be dispatched (or,
 in respect of Chieftain Shares held in uncertificated form, credited through
 CREST) in respect of Chieftain Shares for which acceptances of the Offer,
 valid in all respects, are received or, in respect of Chieftain Shares held
 in uncertificated form, for which Electronic Acceptances are validly made
 before the Offer becomes unconditional in all respects, which is expected to
 be 31 October 2008 (being the date on which Admission is expected to become
 effective), within 14 days of that date. Settlement of the consideration in
 respect of valid acceptances received or made after that date will be
 dispatched (or, in respect of Chieftain Shares held in uncertificated form,
 credited through CREST) within 14 days of such acceptances being received.


 Cancellation of Chieftain Shares


 By 1.00 p.m. London time on 23 October 2008, Redhall had received valid
 acceptances of the Offer, in respect of ordinary shares of 5p each in the
 capital of Chieftain ("Chieftain Shares"), from, in aggregate, the holders of
 7,529,986 Chieftain Shares (representing approximately 85.97 per cent. of the
 existing issued share capital of Chieftain). 


 Accordingly, when the Offer becomes unconditional in all respects, and as set
 out in paragraph 14 of Part II of the Offer Document, it is Redhall's
 intention to procure the making of an application by Chieftain to the London
 Stock Exchange for the cancellation of trading in Chieftain Shares on AIM. It
 is anticipated that such cancellation will take effect at 7:00 am on 1
 December 2008.


 Compulsory acquisition of Chieftain Shares


 Furthermore, in paragraph 14 of Part II of the Offer Document, Redhall stated

 Procedure for acceptance


 Chieftain Shareholders who hold their Chieftain Shares in certificated form
 (that is, not in CREST) and have not yet accepted the Offer are urged to
 complete, sign and return the Form of Acceptance (along with their share
 certificate(s) and/or any other appropriate document(s) of title) by post or
 by hand (during normal business hours only) to Capita Registrars, Corporate
 Actions Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
 The procedure for acceptance is set out in paragraph 17 of Part II of the
 Offer Document.


 In respect of Chieftain Shareholders who hold their Chieftain Shares in
 CREST, acceptance should be made electronically and such shareholders are
 urged to ensure that the TTE Instruction settles as soon as possible. Such
 Chieftain Shareholders should follow the procedures set out in paragraph
 17(b) of Part II of the offer document dated 30 September 2008 (the "Offer
 Document"). If you are a CREST sponsored member, you should refer to your
 CREST sponsor before taking any action.


 Chieftain Shareholders who have lost their Form of Acceptance, or have any
 other queries in connection with the Offer, should contact Capita Registrars
 by telephone on 0871 664 0321 or, if, calling from outside the UK, on +44 208
 639 3399. Calls to the Capita Registrars 0871 664 0321 number are charged at
 10p per minute (including VAT) plus any of your service provider's network
 extras. Calls to the Capita Registrars +44 208 639 3399 number from outside
 the UK are charged at applicable international rates. Different charges may
 apply to calls made from mobile telephones and calls may be recorded and
 monitored randomly for security and training purposes. Capita Registrars
 cannot provide advice on the merits of the Offer or give any financial, legal
 or tax advice.

 Responsibilities


 This announcement should be read in conjunction with the Offer Document.
 Terms used in this announcement shall have the meanings given to them in the
 Offer Document unless the context otherwise requires.

 Altium Capital Limited ("Altium"), which is authorised and regulated in the
 United Kingdom by the Financial Services Authority, is acting exclusively for
 Redhall and for no-one else in connection with the Offer, the contents of
 this announcement or any other matter referred to herein. Altium is not
 advising any other person or treating any other person as its client in
 relation thereto and will not be responsible to anyone other than Redhall for
 providing the protections afforded to clients of Altium nor for providing
 advice to any other person in relation to the Offer, the contents of this
 announcement or any other matters referred to herein.

 This announcement is not intended to and does not constitute, or form any
 part of, an offer or an invitation to purchase or sell any securities or the
 solicitation of an offer to purchase any securities in any jurisdiction
 pursuant to the Offer or otherwise.  The Offer is made solely through the
 Offer Document and, in the case of certificated Chieftain Shares, the Form of
 Acceptance, which together contain the full terms and conditions of the
 Offer, including details of how to accept the Offer.  Any acceptance or other
 response to the Offer should be made only on the basis of the information
 contained in the Offer Document and the Form of Acceptance.    


 The release, distribution or publication of this announcement in
 jurisdictions other than the UK may be restricted by law and therefore any
 persons who are subject to the laws of any jurisdiction other than the UK
 should inform themselves about and observe any applicable requirements. 


 Copies of this announcement and any documentation relating to the Offer are
 not being, and must not be, directly or indirectly, mailed or otherwise
 forwarded, distributed or sent in or into or from any Restricted Jurisdiction
 and persons receiving such documents (including custodians, nominees and
 trustees) must not mail or otherwise forward, distribute or send such
 documents in or into or from a Restricted Jurisdiction.  The Offer (unless
 otherwise determined by Redhall and permitted by applicable law and
 regulation), will not be made, directly or indirectly, in or into, or by the
 use of the mails, or by any means of instrumentality (including without
 limitation, telephonically or electronically) of interstate or foreign
 commerce of, or any facilities of a national securities exchange of any
 Restricted Jurisdiction, and the Offer will not be capable of acceptance from
 or within any Restricted Jurisdiction.


 This announcement has been prepared for the purpose of complying with the
 City Code and the information disclosed 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.


 Enquiries:

 Redhall Group Plc
 David Jackson/Simon Foster                      01924 385 386

 Altium, Financial advisers to Redhall 
 Phil Adams/Simon Lord                           0161 831 9133

 Buchanan Communications                       
 Tim Anderson/Isabel Podda                       020 7466 5000


This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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