Information  X 
Enter a valid email address

Booker PLC (BOK)

  Print      Mail a friend       Annual reports

Friday 23 June, 2000

Booker PLC

Offer Update

Booker PLC
23 June 2000

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

            RECOMMENDED MERGER OF ICELAND GROUP PLC AND BOOKER PLC            
                                                                              
                     OFFER DECLARED WHOLLY UNCONDITIONAL                      

Further to the announcement on 20 June 2000 by the Office of Fair Trading that
it does not intend to refer the Merger to the Competition Commission, the
Board of Iceland (in conjunction with the Board of Booker) announces that the
conditions of the Offer which have not already been fulfilled or waived have
now been satisfied and that, consequently, the Offer has today been declared
wholly unconditional (subject to the United Kingdom Listing Authority
announcing that it has admitted the New Iceland Shares to the Official List
and the London Stock Exchange announcing that it has admitted the New Iceland
Shares to trading).

It is expected that the United Kingdom Listing Authority will announce that it
has admitted the New Iceland Shares to the Official List and that the London
Stock Exchange will announce that it has admitted the New Iceland Shares to
trading on Monday, 26 June 2000.

The Offer will remain open for acceptance until further notice.

Booker Shareholders who wish to accept the Offer but have not yet accepted the
Offer should despatch their completed Forms of Acceptance as soon as possible.

As stated in the Offer Document dated 26 May 2000, it is the intention of
Iceland to apply the provisions of sections 428-430F of the Act, as soon as
applicable, to acquire compulsorily the remaining Booker Shares in respect of
which acceptances of the Offer have not been received and to apply to the
United Kingdom Listing Authority for Booker Shares to be de-listed.  It is
anticipated, with the consent of the United Kingdom Listing Authority, that
the cancellation of the listing of Booker Shares on the Official List will
take effect on the twentieth business day following the date of the
announcement of such cancellation.

The definitions used in this announcement shall, unless the context otherwise
requires, bear the same meaning as in the Offer Document posted by Iceland to
Booker Shareholders on 26 May 2000.

Enquiries:

N M Rothschild & Sons Limited      Hudson Sandler
Tony Allen                         Keith Hann
020 7280 5000                      020 7796 4133

Lazard                             Merrill Lynch              Brunswick Group
Charles Packshaw                   Richard Snow               Tom Kyte
020 7588 2721                      020 7628 1000              020 7404 5959

N M Rothschild & Sons Limited, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting exclusively for Iceland
Group plc and for no one else in connection with the Merger and will not be
responsible to any person other than Iceland Group plc for providing the
protections afforded to customers of N M Rothschild & Sons Limited or for
providing advice in relation to the Merger.

Lazard, which is regulated in the United Kingdom by The Securities and Futures
Authority Limited, is acting exclusively for Booker plc and for no one else in
connection with the Merger and will not be responsible to any person other
than Booker plc for providing the protections afforded to customers of Lazard
or for giving advice in relation to the Merger.

Merrill Lynch International, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting exclusively for Booker plc
and for no one else in connection with the Merger and will not be responsible
to any person other than Booker plc for providing the protections afforded to
customers of Merrill Lynch International or for giving advice in relation to
the Merger.

The Offer is not being made, directly or indirectly, in or into, or by use of
the mails, or by any means or instrumentality (including, without limitation,
facsimile transmission, telex or telephone) of interstate or foreign commerce,
or of any facility of a national securities exchange, of the United States,
Canada, Australia or Japan and cannot be accepted by any such use, means,
instrumentality or facility or from within the United States, Canada,
Australia or Japan. Accordingly, copies of this announcement are not being,
and must not be mailed or otherwise distributed or sent in or into the United
States, Canada, Australia or Japan. 

This document is not an offer of securities for sale in the United States and
the New Iceland Shares, to be issued pursuant to the Merger, have not been,
and will not be, registered under the United States Securities Act of 1933, as
amended, nor 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 or Japan. Accordingly, New Iceland Shares may
not be offered, sold, resold, delivered or transferred directly or indirectly,
in or into such jurisdictions except pursuant to exceptions from applicable
requirements of such jurisdictions.