Singapore Food Industries Limited
27 November 2002
SINGAPORE FOOD INDUSTRIES LIMITED
RECOMMENDED CASH OFFER
WILLIAMS DE BROE PLC
on behalf of
SINGAPORE FOOD INDUSTRIES LIMITED
S. DANIELS PLC
Offer Declared Unconditional in all respects
The Board of Singapore Food Industries Limited ('SFI') announces that as at
3.00pm today, 27 November 2002, valid acceptances of the offer made on 18
October 2002 by Williams de Broe Plc on behalf of SFI for S. Daniels Plc ('S.
Daniels') (the 'Offer') had been received in respect of 97,442,332 S. Daniels'
Shares (representing approximately 58.3 per cent. of S. Daniels' present issued
In total SFI owns or has received valid acceptances in respect of 147,440,112 S.
Daniels' Shares (representing approximately 88.2 per cent. of S. Daniels'
present issued share capital).
Having declared the Offer unconditional as to acceptances on 8 November 2002,
the Board of SFI is pleased to announce that all of the other conditions of the
Offer set out in the Offer Document have now been satisfied or waived and,
accordingly, the Offer is hereby declared unconditional in all respects. The
Offer will remain open for acceptances until further notice.
Forms of acceptance not yet returned in respect of S. Daniels' Shares, held in
certificated form should be completed and returned in accordance with the
instructions set out in the Offer Document and the Form of Acceptance so as to
be received as soon as possible. Shareholders who hold S. Daniels' Shares in
uncertificated form (that is, in CREST) should accept the Offer electronically
through CREST by following the procedure set out in the Offer Document, as soon
Consideration under the Offer will be despatched by 11 December 2002 to S.
Daniels Shareholders who had, as at 3.00pm on 27 November 2002, validly accepted
the Offer. Consideration in respect of valid acceptances of the Offer received
after 3.00pm on 27 November 2002 will be despatched to accepting S. Daniels
Shareholders within 14 days of such receipt.
The Offer and acceptances under it remain subject to the terms and conditions
set out in the Offer Document.
Prior to the announcement of the Offer on 18 October 2002, SFI had received
irrevocable undertakings to accept the Offer in respect of 10,062,330 S.
Daniels' Shares (representing approximately 6.0 per cent. of S. Daniels' present
issued share capital). Prior to the commencement of the Offer Period SFI also
held 49,997,780 S. Daniels' Shares (representing approximately 29.9 per cent. of
S. Daniels' present issued share capital). Of those irrevocable undertakings to
accept the Offer, valid acceptances as to 2,551,080 Shares have been received at
this time. Of the outstanding amount, all are subject to a contractual
requirement as to acceptances and only procedural matters prevent that number of
shares from being accepted at this time.
Other than as disclosed above, neither SFI nor any person deemed to be acting in
concert with it for the purposes of the Offer owned any S. Daniels' Shares (or
rights over such shares) immediately prior to commencement of the Offer Period,
on 1 October 2002, nor has any such person acquired or agreed to acquire any S.
Daniels Shares (or rights over such shares) during the Offer Period.
When acceptances have been received such that SFI owns or has received
acceptances in respect of more than 90 per cent. of the S. Daniels Shares to
which the Offer relates, SFI intends to implement the procedures under Sections
428 to 430F of the Companies Act 1985 to acquire compulsorily all of the
outstanding S. Daniels Shares which it has not already acquired or in respect of
which it has not received valid acceptances.
SFI intends to procure the making of an application by S. Daniels for the
cancellation of the listing of S. Daniels Shares on the Official List of the UK
Listing Authority and for the cancellation of trading in S. Daniels Shares on
the London Stock Exchange's market for listed securities. The cancellation of
the listing and of trading will take effect on 30 December 2002, being 20
business days following the date of this announcement.
In accordance with the statement in the Offer Document that they would do so
upon the Offer becoming or being declared wholly unconditional, the Independent
non-executive directors of S. Daniels, comprising David Pickering, Ian Hislop
and Terry Stannard have, today, resigned as directors of S. Daniels and of
every other member of the S. Daniels Group with immediate effect. Cyril Freedman
has, today, also resigned as chairman and director of S. Daniels. However,
agreement has been reached between Mr Freedman and S. Daniels for the effective
date of the resignation to be 3 December 2002.
Terms defined in the formal Offer Document dated 18 October 2002 have the same
meanings in this announcement.
Williams de Broe Plc Telephone: 020 7588 7511
KBC Peel Hunt Ltd Telephone: 020 7418 8900
Christopher Holdsworth Hunt
Buchanan Communications Telephone 020 7466 5000
The availability of the Offer to persons not resident in the UK may be affected
by the laws of the relevant jurisdiction. The Offer is not being made, directly
or indirectly, in or into, or by the 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 cannot be accepted by any such use, means, instrumentality or
facility, or from within any of those countries. Accordingly, this announcement
is not being sent and should not be forwarded, distributed, sent in, into or
from any of those countries. This announcement does not constitute an offer or
an invitation to purchase any securities. The directors of SFI accept
responsibility for the information contained in this announcement. To the best
of the knowledge and belief of the directors of SFI (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.
Williams de Broe Plc, which is regulated in the UK by the Financial Services
Authority in the conduct of investment business in the UK, is acting exclusively
for SFI and is acting for no one else in connection with the Offer and will not
be responsible to anyone other than SFI for providing the protections afforded
to customers of Williams de Broe Plc nor for giving advice in relation to the
Offer or in relation to the contents of this announcement or any transaction or
arrangements referred to herein. Williams de Broe Plc has approved this
announcement as a financial promotion for the purpose of section 21 of the
Financial Services and Markets Act 2000.
This information is provided by RNS
The company news service from the London Stock Exchange