Tender Offer
Reliance Security Group PLC
20 December 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR THE REPUBLIC OF IRELAND
20 December 2005
Reliance Security Group plc
Definitions used in the Circular to Shareholders dated 1 December 2005 apply to
this announcement.
Results of Tender Offer
The terms of the Tender Offer made by JPMorgan Cazenove to all Qualifying
Shareholders, that is to say all Shareholders (with the exception of certain
Overseas Shareholders) on the Register at 5.00pm on 16 December 2005, entitled
Qualifying Shareholders to tender shares to JPMorgan Cazenove at 550 pence per
share on the basis of One Ordinary Share for every 13 Ordinary Shares held
rounded down to the nearest whole number of Shares (the Basic Entitlement).
Qualifying Shareholders were not obliged to sell any of their Shares under the
Tender Offer if they did not wish to do so.
Qualifying Shareholders were also allowed to tender more than their Basic
Entitlement under the Tender Offer should they wish to do so (an Excess
Application). However, Excess Applications were only to be met to the extent
that other Qualifying Shareholders did not tender all of their Basic
Entitlement. If an Excess Application could not be met in full, it was to be
reduced pro rata to the holdings of such Qualifying Shareholders, so far as
reasonably practicable.
In total, 2,804,328 Shares were tendered under the Tender Offer. Of these,
1,792,737 were satisfied : 1,534,912 under Shareholders Basic Entitlements and
257,825 under the Excess Applications.
It is expected that Tender Offer proceeds will be despatched to Shareholders on
21 December 2005. Where appropriate, balance share certificates are also
expected to be despatched to Shareholders on 21 December 2005.
Treasury shares
Following the completion of the Tender Offer, the Company will today transfer
into treasury 400,000 of those Shares which it is buying from JPMorgan Cazenove
pursuant to the Repurchase Agreement. There are no other Shares currently held
in treasury and, following the completion of the Tender Offer, the Company will
have a total of 21,512,855 Shares in issue, excluding treasury shares.
Directors' dealings
Pursuant to the Tender Offer, two directors of the Company, Brian Kingham and
Mark Radcliffe, have tendered 1,259,045 Shares and 230 Shares respectively at
the Tender Price (550 pence per Share), comprising the whole of their respective
Basic Entitlement. These tenders have been accepted in full and so, following
the completion of the Tender Offer, Brian Kingham will hold 15,108,564 Shares
and Mark Radcliffe will hold 2,770 Shares. These holdings will respectively
represent 70.23% and 0.01% of the Company's issued share capital, excluding
treasury shares.
Enquiries
Reliance
Brian Kingham (Chairman) 020 7730 9716
Neil French (Group Finance Director) 01895 205 002
JPMorgan Cazenove
Malcolm Moir 020 7588 2828
Bronson Albery 020 7588 2828
JPMorgan Cazenove Limited, which is regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Reliance and for no one
else in connection with the Tender Offer and will not be responsible to any
person other than Reliance for providing the protections afforded to its
customers or for giving advice in relation to the Tender Offer or the matters
contemplated by this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
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