Writer: J P Fear
Date:Tuesday September 19 2006
Offer unconditional in all respects
Further to the announcement made on 14 August 2006 by RAL of its offer to acquire the entire issued and to be issued share capital of Aston Villa (the 'Offer'), RAL announces that all conditions relating to the Offer have been satisfied or waived. Accordingly the Offer has been declared unconditional in all respects. The Offer will remain open for acceptance until further notice.
Level of acceptances
As at 1.00 p.m. (London time) on 18 September 2006, valid acceptances had been received in respect of 10,269,965 Aston Villa Shares, representing approximately 89.69 per cent. of Aston Villa's issued share capital to which the Offer relates (being 11,449,245 Aston Villa Shares).
This total includes acceptances in respect of 6,508,423 Aston Villa Shares for which RAL had received irrevocable undertakings to accept the Offer, representing approximately 56.85 per cent. of the issued share capital of Aston Villa.
Neither RAL nor any person acting in concert with RAL for the purposes of the Offer held any Aston Villa Shares (or rights over such shares) before 19 September 2005, the first day of the Offer Period, nor has any such person acquired or agreed to acquire any such shares (or rights over such shares) since the commencement of the Offer Period.
This announcement should be read in conjunction with the Offer Document dated 14 August 2006. Terms used in this announcement shall have the meaning given to them in the Offer Document.
For Aston Villa Shares held in certificated form, Forms of Acceptance not returned should be completed and returned in accordance with the instructions set out in the Offer Document and on the Form of Acceptance so as to be received as soon as possible.
For Aston Villa Shares held in uncertificated form, Electronic Acceptances should be made in accordance with the instructions set out the Offer Document so that settlement occurs as soon as possible.
Settlement of the consideration to which any Aston Villa Shareholder is entitled under the Offer in respect of valid acceptances received by no later than 1.00 pm on 18 September 2006 will be dispatched (or in respect of Aston Villa Shares held in uncertificated form, credited through CREST) on or before 2 October 2006. Settlement of the consideration in respect of valid acceptances received on or after 18 September 2006 will be dispatched (or in respect of Aston Villa Shares held in uncertificated form, credited through CREST) within 14 days of receipt of such acceptances.
De-listing, cancellation of trading and compulsory acquisition
As a result of the Offer being declared unconditional in all respects, it is RAL's intention to procure the making of an application by Aston Villa to the UK Listing Authority for the cancellation of the listing of the Aston Villa Shares on the Official List and to the London Stock Exchange for the cancellation of the trading in Aston Villa Shares on its market for listed securities. It is anticipated that the cancellation will take effect at 7.00am on 17 October 2006, being the date which is 20 Business Days following the date of this announcement.
Aston Villa Shareholders are reminded that de-listing and the cancellation of trading in Aston Villa Shares will significantly reduce the liquidity and marketability of any Aston Villa Shares.
In addition, at such time as RAL has contracted to acquire more than 90 per cent. of the Aston Villa Shares to which the Offer relates, RAL intends to exercise its rights in accordance with Schedule 2 to the Takeovers Directive (Interim Implementation) Regulations 2006 to acquire the remaining Aston Villa Shares.
Date:Tuesday September 19 2006
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