Benckiser 'B' Shareholders
Reckitt Benckiser PLC
19 May 2000
Procedure for Outstanding Benckiser 'B' Shareholders
Benckiser N.V. completed its merger with Reckitt & Colman plc on December 3,
1999. The merger was effected through an exchange offer of 5 new Reckitt &
Colman ordinary shares for each Benckiser N.V. share (the 'Original Offer').
Reckitt Benckiser plc (the 'Company') is aware that there are a small number
of holders of Benckiser 'B' shares who have either not tendered their shares
to the offer or were unable to do so due to local securities regulations.
Accordingly the Company is today issuing the following updated information for
Benckiser 'B' shareholders.
As permitted by Companies legislation, the remaining Benckiser 'B' shares will
in due course be compulsorily acquired by the Company or by a wholly owned
group company, subject to court clearance. It is currently expected that this
process will take between six and nine months. Precedent would support an
expectation that the compulsory acquisition would be at a price based on the
mid-market price of the Benckiser 'B' shares on the day on which the offer was
closed and honoured plus accrued interest from that date.
The Reckitt & Colman plc offer for Benckiser 'B' shares was closed and
honoured on November 30, 1999 on which date the closing mid-market price of
Benckiser 'B' shares was Euro 60.50.
Remaining holders of Benckiser 'B' shares in bearer form may still tender
their shares to the agent, Warburg Dillon Read, in the manner set out in the
Offer Document dated August 11. 1999. These shares will be exchanged on the
same terms as the Original Offer, that is five new Reckitt Benckiser shares
for one share of Benckiser N.V. Holders should contact the custodian of
their shares and instruct them to contact Warburg Dillon Read who conducted
the Original Offer as exchange agent. Alternatively they can choose to wait
for the compulsory acquisition to take effect.
Remaining holders in the USA, Canada, Australia and Japan, to whom the
Original Offer can not be extended due to local regulatory constraints, must
(subject to acceptance of the proposed early cash offer described below) wait
for the compulsory acquisition to take effect.
In view of the length of time involved in the compulsory acquisition, the
Company, through one of its subsidiaries is proposing to make an early cash
offer for all remaining Benckiser 'B' shares. This will be based on the
market price of Reckitt Benckiser plc shares on or about the date the offer is
made and the exchange terms of the Original Offer. An appropriate offer
letter will shortly be sent to remaining Benckiser 'B' shareholders at which
time a further announcement will be made.
For further information
James Robertson Warburg Dillon Read +44 207 568 2155
Tom Corran Reckitt Benckiser plc +44 1753 746 548
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