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Gowrings Plc
15/11/2004
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Recommended cash offer by PKF on behalf of Caspian UK (Camberley) Limited for Gowrings PLC
Summary
The Directors of Caspian and the Directors of Gowrings announce that they have reached agreement on the terms of a recommended cash offer, to be made by PKF on behalf of Caspian, for the entire issued and to be issued ordinary share capital of Gowrings. The Offer will be made on the basis of 106 pence in cash for each Gowrings Share and values the existing issued ordinary share capital of Gowrings at approximately £9.6 million. The Offer represents a premium of approximately 28 per cent to the Closing Price of 82.5 pence per Gowrings Share on 12 November 2004, the last dealing day prior to the announcement of the Offer, and a premium of approximately 88 per cent to the Closing Price of 56.5 pence per Gowrings Share on 17 May 2004, the last dealing day prior to the announcement that the Company was examining its strategic options, including the possible sale of Gowrings. The full terms and conditions of the Offer (including details of how the Offer may be accepted) will be set out in the Offer Document and in the Form of Acceptance, which will both be posted to Gowrings Shareholders in due course.
The Gowrings Directors, who have been so advised by Close Brothers, consider the terms of the Offer to be fair and reasonable. In providing advice to the Gowrings Directors, Close Brothers has taken into account the commercial assessments of the Gowrings Directors. Accordingly, the Gowrings Directors intend unanimously to recommend Gowrings Shareholders to accept the Offer.
Caspian has received irrevocable undertakings to accept the Offer in respect of all the holdings of Gowrings Shares which the Gowrings Directors own or control and in respect of certain other holdings of Gowrings shares, amounting to a total of 3,308,968 Gowrings Shares, representing approximately 36.6 per cent of the current issued ordinary share capital of Gowrings. PKF is acting as financial adviser to Caspian in relation to the Offer. Close Brothers is acting as financial adviser to Gowrings in relation to the Offer. Commenting on the Offer, Taji Nader-Zadeh, the Chief Executive of Caspian said: "We believe that the acquisition of Gowrings will enhance the ability of Caspian to exploit opportunities within our core geographical market in the South of England". Derek Coulson, Chairman and Chief Executive of Gowrings, said: "We believe the Offer represents an attractive price and allows shareholders to realise a substantial premium in cash to the price at which Gowrings' shares have traded over the past two years"
For further information contact:
Close Brothers Corporate Finance Limited
Christopher Lewey Phone: 020 7655 3100 This summary should be read in conjunction with the full text of the announcement which is available from Close Brothers Corporate Finance Limited.
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