Druid Group PLC
10 March 2000
Not for release, distribution or publication in the USA,
Canada, Australia or Japan
Recommended Offer for Druid Group PLC ('Druid') by
F.I.GROUP PLC ('FI')
Offer declared unconditional in all respects
On 21 February 2000, the Board of F.I.GROUP announced
that the Offer was declared unconditional as to
acceptances following receipt by it of valid acceptances
in respect of 20,363,433 Druid Shares, representing
approximately 86.24 per cent. of the issued ordinary
share capital of Druid.
All conditions of the Offer have now either been
satisfied or waived, subject only to the admission of the
new FI Shares to the Official List of the London Stock
Exchange becoming effective ('Admission'). Accordingly,
the Offer is declared unconditional in all respects,
subject only to such Admission, which is expected to
become effective at 9.00am today. The Offer will remain
open until further notice.
As at 3.00pm yesterday, valid acceptances had been
received in respect of 22,650,773 Druid Shares,
representing approximately 95.92 per cent. of the issued
ordinary share capital of Druid. This enables FI to
apply the provisions of S.428 to S.430F (inclusive) of
the Companies Act 1985 to acquire compulsorily all
outstanding Druid Shares to which the Offer relates,
which it intends to initiate shortly. FI also intends in
due course to apply for cancellation of Druid's listing
on the London Stock Exchange.
Druid Shareholders who have not yet accepted the Offer
are urged to do so without delay.
Prior to the Offer period, FI held no shares in Druid.
FI received irrevocable undertakings from the directors
of Druid who own Druid Shares and a member of Druid's
senior management to accept the Offer in respect of
2,459,400 Druid Shares, representing approximately 10.5
per cent. of Druid's issued ordinary share capital.
Valid acceptances in respect of these shares have been
received and are included in the acceptances referred to
Save as disclosed above, neither FI nor any person
acting, or deemed to be acting, in concert with FI held
any Druid Shares or rights over Druid Shares prior to the
Offer period and neither FI nor any person acting, or
deemed to be acting, in concert with FI has acquired or
agreed to acquire any Druid Shares or rights over Druid
Shares since the Offer period commenced (other than
pursuant to acceptances of the Offer).
Terms defined in the Offer Document dated 28 January 2000
have the same meaning in this announcement save where the
context requires otherwise.
Hilary Cropper, Chairman 01442 233 339
Jo Connell, Group Managing Director
Geoffrey Dunn, Group Finance Director
Robert Swannell 0207 658 6000
Warburg Dillon Read
Simon Hardy 0207 567 8000
Schroders is regulated by The Securities and Futures
Authority Limited in the UK, is acting for FI and no one
else in connection with the Offer and will not be
responsible to anyone other than FI for providing the
protections afforded to the customers of Schroders or for
providing advice in relation to the Offer.
Warburg Dillon Read, the investment banking division of
UBS AG, is regulated in the UK by The Securities and
Futures Authority Limited, is acting for FI and Druid but
no one else in connection with the Offer and will not be
responsible to anyone other than FI and Druid for
providing the protections afforded to the customers of
Warburg Dillon Read or for providing advice in relation
to the Offer.