Offer Document Posted
Inchcape PLC
22 December 2006
For immediate release
Not for release, publication or distribution, in whole or in part, in or into
ANY RESTRICTED JURISDICTION
22 December 2006
Recommended cash offer FOR EUROPEAN MOTOR HOLDINGS Plc ('emh') BY INCHCAPE PLC
('iNCHCAPE')
Posting of Offer Document
Further to its announcement on 15 December 2006 of the terms of a recommended
cash offer for EMH, the board of Inchcape announces that the Offer Document,
containing a letter of recommendation from the chairman of EMH and the full
terms and conditions of the Offer together with a Form of Acceptance, was posted
to EMH Shareholders yesterday.
The Offer is open for acceptances until 3.00 p.m. (London time) on 11 January
2007. If you hold EMH Shares in certificated form (that is, not in CREST), to
accept the Offer in respect of those EMH Shares (and, if relevant, to elect for
the Loan Note Alternative) please complete, sign and return the Form of
Acceptance which has been posted to you with the Offer Document (together with
your share certificates and any other documents of title) as soon as possible
and, in any event, so as to be received by Capita Registrars not later than 3.00
p.m. on 11 January 2007.
If you hold EMH Shares in uncertificated form (that is, in CREST), to accept the
Offer in respect of those EMH Shares (and, if relevant, to elect for the Loan
Note Alternative) please follow the procedure for electronic acceptance through
CREST so as to ensure that the TTE instruction settles as soon as possible and,
in any event, not later than 3.00 p.m. on 11 January 2007. If you hold EMH
Shares as a CREST sponsored member, you should contact your CREST sponsor as
only your CREST sponsor will be able to send TTE instructions to CRESTCo.
Copies of the Offer Document are available for collection by EMH Shareholders
from the offices of Inchcape plc, 22a St. James's Square, London, SW1Y 5LP
during normal business hours on any business day.
Enquiries:
Dresdner Kleinwort (Financial adviser and corporate broker to Tel: 020 7623 8000
Inchcape)
Christopher Baird
Hogarth Partnership (PR adviser to Inchcape) Tel: 020 7357 9477
John Olsen
Rachel Hirst
Barnaby Fry
Terms defined in the Offer Document have the same meaning in this announcement.
Dresdner Kleinwort Limited, which is authorised and regulated by the Financial
Services Authority, is acting for Inchcape and for no one else in relation to
the Offer and will not be responsible to anyone other than Inchcape for
providing the protections afforded to customers of Dresdner Kleinwort Limited or
for providing advice in relation to the Offer or any matter referred to in this
announcement.
This announcement is not an offer to sell or an invitation to purchase any
securities or the solicitation of any vote or approval in any jurisdiction. The
Offer is being made solely by means of the Offer Document and, in the case of
certificated EMH Shares, the Form of Acceptance accompanying the Offer Document,
which contain the full terms and conditions of the Offer including details of
how it may be accepted. EMH shareholders are advised to read carefully the
formal documentation in relation to the Offer.
Unless otherwise determined by Inchcape, the Offer (including the Loan Note
Alternative) 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 through any facilities of a national securities exchange of, any
Restricted Jurisdiction, and the Offer should not be accepted by any such use,
means, instrumentality or from or within any Restricted Jurisdiction.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction and all persons receiving this announcement (including nominees,
trustees and custodians) must not mail or otherwise forward, distribute or send
it in, into or from such jurisdictions as doing so may render invalid any
purported acceptance of the Offer. Notwithstanding the foregoing, Inchcape will
retain the right to permit the Offer to be accepted and any sale of securities
pursuant to the Offer to be completed if, in its sole discretion, it is
satisfied that the transaction in question can be undertaken in compliance with
applicable law and regulation.
The Loan Notes to be issued pursuant to the Offer have not been, and will not
be, registered under the US Securities Act or under the securities laws of any
state or other jurisdiction of the United States, Canada, Australia or Japan.
Accordingly, the Loan Notes may not (unless an exemption under the relevant
securities law is applicable) be offered, sold, resold, delivered or
transferred, directly or indirectly, in or into the United States, Canada,
Australia or Japan (or any other jurisdiction if to do so would constitute a
violation of the relevant laws of, or require registration thereof in, such
jurisdiction) or to, or for the account or benefit of, a person located in the
United States, Canada, Australia or Japan.
The Offer will be made for the securities of a UK company. US investors should
be aware that the Offer will be made in accordance with the Code and will be
subject to disclosure and procedural requirements that are different to those
under United States law. Financial statements included in the Offer Document
will be prepared in accordance with non-US accounting standards that may or may
not be comparable to those used to prepare the financial statements of US
companies.
The receipt of cash pursuant to the Offer by a US holder of EMH Shares may be a
taxable transaction for US federal income tax purposes and under applicable US
state and local, as well as foreign and other tax laws. Each holder of EMH
Shares is urged to consult his or her independent professional adviser
immediately regarding the tax consequences of acceptance of the Offer.
It may be difficult for US holders of EMH Shares to enforce their rights and any
claim arising out of the US federal securities laws since Inchcape and EMH are
located in non-US jurisdictions and some or all of their officers and directors
may be residents of non-US jurisdictions. US holders of EMH Shares may not be
able to sue a non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.
The distribution 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.
This information is provided by RNS
The company news service from the London Stock Exchange
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