31 August 2005
Not for release, publication or distribution, in whole or in part, in or into
the United States, Canada, Japan or Australia or any other jurisdiction where to
do so would constitute a violation of the relevant laws of such jurisdiction.
EMBARGOED FOR RELEASE UNTIL 7.30 AM ON 31 AUGUST 2005
31 August 2005
ODL Securities Limited ('ODL Securities')
on behalf of
Elm Grove (Caymans), Ltd ('Elm Grove')
UK Select Trust Limited ('UK Select')
STATEMENT OF ACCEPTANCES AND LAPSE OF OFFER
ODL Securities, on behalf of Elm Grove, announces that, as at 3.00pm on Tuesday,
30 August 2005, being the extended closing date of the Offer, valid acceptances
of the Offer had been received in respect of 5,178,530 UK Select Shares
(representing approximately 19.7 per cent. of the UK Select Shares to which the
Offer relates and approximately 13.6 per cent. of the issued share capital of UK
In total, therefore, Elm Grove and/or Millennium Partners now either own or
control, or Elm Grove has received valid acceptances in respect of, in
aggregate, 17,131,478 UK Select Shares (representing approximately 45 per cent.
of the issued share capital of UK Select and 19.7 per cent. of the UK Select
Shares to which the Offer relates). As the acceptance condition to which the
Offer is subject has not been satisfied, and for the reasons set out below, Elm
Grove has decided to let the Offer lapse.
No acceptances of the Offer have been received from persons acting in concert
with Elm Grove and neither Elm Grove nor any person acting in concert with Elm
Grove held any UK Select Shares or rights over such shares prior to commencement
of the Offer Period (other than the 11,952,948 ordinary shares owned by
Millennium Partners, representing approximately 31.4 per cent. of the issued
share capital of UK Select, as specified in the Offer Document) and nor have
they acquired or agreed to acquire any UK Select Shares, or rights over such
shares, during the Offer Period.
In response to the Offer from Elm Grove, UK Select published a circular to UK
Select Shareholders dated 4 August 2004 (the 'Circular'). In the Circular, the
Board of UK Select (the 'Board') acknowledged that the Offer provided a fair
value to UK Select Shareholders wishing to exit UK Select for cash. However the
Board urged UK Select Shareholders not to accept the Offer in the light of
proposals it was putting forward. These proposals consist of:
• continuing their investment in UK Select; and/or
• tendering some or all of their UK Select Shares at 99 per cent. of
'Tender FAV' in a tender offer to be made by UK Select for up to 50 per cent. of
the UK Select Shares in issue (the 'Tender Proposal').
The Board explicitly states in the Circular that in the light of indications
received from SWIP (who will not tender 6,300,000 UK Select Shares which it
manages) and recent continuation votes, it is reasonable to assume that, in the
absence of a change in circumstances, the holders of less than half of the UK
Select Shares would wish to exit for cash. Accordingly, elections for the
Tender Proposal should be satisfied in full or substantially so.
Elm Grove welcomes the proposals being forward by the Board and, in the light of
these proposals, has decided to let the Offer lapse by virtue of the fact that
the acceptance condition to which the Offer is subject has not been satisfied.
Millennium Partners looks forward to working with the Board in terms of
formulating the Tender Proposal and particularly framing the definition of
'Tender FAV' to ensure that this is fair to UK Select Shareholders who wish to
exit as well as those that wish to continue their investment.
Robert Knapp of Elm Grove and Millennium said:
'I believe that our decision to make the Offer has proven beneficial to all
Shareholders. The Board has now agreed to implement proposals that we hope will
allow those investors who wish to exit an opportunity to do so at a value closer
to NAV that the shares have traded for some considerable time and without
dealing costs. For ongoing Shareholders, a more stable and supportive register
will result. I look forward to what I hope will be a constructive dialogue with
the Board in terms of framing these proposals.'
The definitions of certain capitalised expressions used in this announcement are
contained in the Offer Document posted to UK Select Shareholders on 26 July
Elm Grove (Caymans), Ltd. Robert Knapp +1 212 841 4200
As set out in the Offer Document (i) in the case of UK Select Shares held in
Uncertificated Form, the Escrow Agent will give TFE Instructions to CRESTCo to
transfer all UK Select held in escrow balances and in relation to which it is
the Escrow Agent for the purposes of the Offer to the original available
balances of the UK Select Shareholders concerned and (ii) in the case of UK
Select Shares in Certificated Form, the relevant Form of Acceptance, share
certificate(s) and/or other document(s) of title will be returned by post within
14 days to the person or agent whose name and address is set out in Box 3, or if
appropriate, Box 6 of the Form of Acceptance or, if none is set out, to the
first named holder at his registered address.
ODL Securities, which is regulated and authorised in the United Kingdom by the
Financial Services Authority, is acting only for Elm Grove and no one else in
connection with the Offer and will not regard any other person as its client or
be responsible to any person other than Elm Grove for providing the protections
afforded to clients of ODL Securities, or for providing advice in relation to
the Offer or the contents of this announcement.
The directors of Elm Grove accept responsibility for the information contained
in this announcement, save that the only responsibility they accept in respect
of the information relating to or involving the issued share capital of UK
Select, which is based on the issued share capital of UK Select as at 7 July
2005 (being 38,123,640 ordinary shares of 10p each, such number being derived
from a confirmation received from UK Select), is to ensure that such information
has been correctly and fairly reproduced and presented. Save as aforesaid, to
the best of the knowledge and belief of the directors of Elm Grove (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit
anything likely to effect the import of such information.
This information is provided by RNS
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