RCG Holdings Limited Announces Expiration of Hart-Scott-Rodino Waiting Period Regarding Pending Acquisition of Doncasters Plc.Business Editors LONDON--(BUSINESS WIRE)--May 24, 2001 RCG RCG Responsible Conduct of Gambling RCG Revolutionary Communist Group (Northern Ireland) RCG Raiffeisen Central Genossenschaft (German: Raiffeisen Cooperative) RCG Race, Class and Gender Holdings Limited ("RCGH") announces the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. of 1976, as amended, applicable to RCGH's pending acquisition of DONCASTERS plc ("DONCASTERS") (NYSE NYSE See: New York Stock Exchange :DCS (1) See also DSC. (2) Digital Cross-connect System) A network switching and grooming device used by telecom carriers. See digital cross-connect. ). As previously announced, RCGH and DONCASTERS have entered into agreement on the terms of a recommended cash offer (the "Offer") pursuant to which RCGH has offered to acquire all of the issued and to be issued share capital of DONCASTERS (including those DONCASTERS Ordinary Shares underlying the DONCASTERS American Depositary Shares American Depositary Share (ADS) Foreign stock issued in the US and registered in the ADR system. (the "DONCASTERS ADSs," and collectively with DONCASTERS Ordinary Shares, the "Shares")). Under the terms of the Offer, RCGH has offered US$27.50 per DONCASTERS ADS in cash. Each DONCASTERS ADS represents two DONCASTERS Ordinary Shares. The Offer is conditioned upon, among other things, DONCASTERS shareholders tendering and not withdrawing prior to the expiration of the initial offer period Shares representing not less than 90% (or such lower percentage as RCGH may decide, but in any case greater than 50%) in nominal value Nominal Value The stated value of an issued security that remains fixed, as opposed to its market value, which fluctuates. Notes: When referring to fixed-income securities, the nominal value is also the face value. of the Ordinary Shares to which the Offer relates, the expiration or termination of the waiting period applicable under U.S. foreign investment regulations and the receipt of required approvals under the competition laws of the United Kingdom and Germany. The Offer and withdrawal rights are scheduled to expire at 10:00 A.M., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, 3:00 P.M., London time, on Thursday June 7, 2001, unless the Offer is extended. The Offer may be extended on the terms and conditions stated in the Offer to Purchase, dated May 9, 2001, which is available from the information agent for the Offer, MacKenzie Partners, Inc.; 156 Fifth Avenue, New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , New York 10010; Call Toll Free (800) 322-2885; Call Collect (212) 929-5500. The Dealer Manager for the Offer is J.P. Morgan Securities Inc.; Call Toll Free (866) 817-5899; Call Collect (212)-648-1995. The availability of the Offer to DONCASTERS shareholders who are not resident in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. or the United Kingdom may be affected by the laws of the relevant jurisdictions. DONCASTERS shareholders who are not resident in the United States or the United Kingdom should inform themselves about and observe any applicable requirements. The Offer is not being made, directly or indirectly, in or into Canada, Japan or Australia, or by use of the mails of, or by any means or instrumentality Instrumentality Notes issued by a federal agency whose obligations are guaranteed by the full-faith-and-credit of the government, even though the agency's responsibilities are not necessarily those of the US government. (including without limitation, facsimile transmission, e-mail, telex or telephone) or inter-state or foreign commerce of, or any facilities of a national securities exchange of Canada, Japan or Australia. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from Canada, Japan or Australia and doing so may invalidate any purported acceptance of the Offer. J.P. Morgan plc ("JPMorgan plc"), which is regulated in the United Kingdom by The Securities and Futures Authority Limited and J.P. Morgan Securities Inc. ("JPMorgan") are acting for RCGH and no one else in connection with the Offer and will not be responsible to anyone other than RCGH for providing the protections afforded to customers of JPMorgan plc and JPMorgan or for giving advice in relation to the Offer. Credit Suisse First Boston Credit Suisse First Boston was originally the trading name of the Financière Crédit Suisse-First Boston, a London-based 50-50 investment banking joint venture formed in 1978 between the First Boston Corporation and Credit Suisse. (Europe) Limited which is regulated in the United Kingdom by The Securities and Futures Authority Limited, and its affiliates are acting for DONCASTERS and no one else in connection with the Offer and neither Credit Suisse First Boston (Europe) Limited nor any of its affiliates will be responsible to anyone other than DONCASTERS for providing the protections afforded to customers of Credit Suisse First Boston (Europe) Limited and its affiliates under U.K. law or for giving advice in relation to the Offer. This release may contain forward-looking statements, including statements about future business operations Business operations are those activities involved in the running of a business for the purpose of producing value for the stakeholders. Compare business processes. The outcome of business operations is the harvesting of value from assets , financial performance and market conditions. Such forward looking statements involve risks and uncertainties inherent in business forecasts. This release is neither an offer to purchase nor a solicitation of an offer to sell securities of Doncasters plc. The tender offer is being made solely by an offer to purchase and related letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and form of acceptance disseminated upon the commencement of the tender offer and amended from time to time. Doncasters shareholders are advised to read the tender offer statement, offer to purchase, Solicitation/Recommendation statement and the related documentation because they contain important information. Free copies of the Tender Offer Statement, which contains the Offer to Purchase, and free copies of the Solicitation/Recommendation Statement, and DONCASTERS' other filings with the SEC may be obtained from DONCASTERS. Free copies of RCGH's filings may be obtained by directing a request to MacKenzie Partners, Inc., address: 156 Fifth Avenue, NY, NY 10010, USA; telephone: Call Toll Free (800) 322-2885; Call Collect (212) 929-5500. |
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