LIFFE Shareholders are reminded that the Loan Note Alternative closes in any event on 7 January 2002.
Settlement of the consideration due under the Offer in respect of valid acceptances received no later than 3.00 p.m. on 24 December 2001 will be despatched on or before 7 January 2002. Settlement in respect of acceptances which are complete in all respects and received after 24 December 2001 will be effected within 14 days of receipt.
By 3.00 p.m. on the second closing date, 24 December 2001, valid acceptances of the Offer had been received in respect of 21,565,334 existing LIFFE Shares, representing approximately 80.2 per cent. of the current issued share capital of LIFFE. In addition, since the announcement of the Offer, Euronext has purchased 2,198,470 LIFFE Shares, representing approximately 8.2 per cent. of LIFFE's current issued share capital.
Therefore, on the second closing date, Euronext either held, or had received acceptances in respect of, a total of 23,763,804 LIFFE Shares, representing approximately 88.4 per cent. of the current issued share capital.
Prior to announcement of the Offer on 29 October 2001, Euronext received irrevocable undertakings to accept the Offer in respect of 11,414,672 LIFFE Shares (representing approximately 42.5 per cent. of the issued share capital of LIFFE). The level of acceptances described above includes acceptances in respect of all such shares.
In addition, prior to announcement of the Offer, EPL undertook to agree to the cancellation of the Warrant in respect of a maximum of 4,696,164 LIFFE Shares for a cash consideration of £6.25 per LIFFE Share issuable on exercise of the Warrant or, at Euronext's request and subject to certain conditions, to exercise the Warrant in full and irrevocably undertake to accept the Offer in respect of the resulting LIFFE Shares. No action has yet been taken in respect of the Warrant.
Immediately prior to the commencement of the Offer period on 28 September 2001, UBS AG (who is a person deemed to be acting in concert with Euronext for the purposes of the Offer) owned or controlled 301,524 LIFFE Shares (representing approximately 1.1 per cent. of the issued share capital of LIFFE) and purchased a further 62,764 LIFFE Shares during the Offer period (representing approximately 0.2 per cent. of the issued share capital of LIFFE).
Save as disclosed above: (i) neither Euronext nor any persons deemed to be acting in concert with Euronext held any LIFFE Shares, or any rights over such shares, immediately prior to 28 September 2001 (the commencement of the Offer period); and (ii) neither Euronext nor any persons deemed to be acting in concert with Euronext acquired or agreed to acquire any LIFFE Shares during the Offer period.
As stated in the Offer document, as and when Euronext receives acceptances in respect of 90 per cent. or more of the LIFFE Shares to which the Offer relates, Euronext UK intends to give notice to those LIFFE Shareholders who have not yet accepted the Offer informing them that it will compulsorily acquire their LIFFE Shares by implementing the procedure under sections 428 to 430F of the Companies Act 1985.
The Euronext Responsible Persons accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Euronext Responsible Persons (who have taken reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Terms defined in the Offer document dated 12 November 2001 have the same meanings when used herein unless the context requires otherwise.
UBS Warburg is acting for Euronext and Euronext UK and for no one else in connection with the Offer and will not be responsible to anyone other than Euronext and Euronext UK for providing the protections afforded to customers of UBS Warburg nor for providing advice in relation to the Offer.
Credit Suisse First Boston is acting for LIFFE and for no one else in connection with the Offer and will not be responsible to anyone other than LIFFE for providing the protections afforded to customers of Credit Suisse First Boston nor for providing advice in relation to the Offer.
