THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PURCHASE ANY SECURITIES
Wiesbaden/London, 4 September 2006 - Recommended cash Offer for The BOC Group plc ('BOC') by Linde AG ('Linde') by means of a Scheme of Arrangement (the 'Scheme') under section 425 of the Companies Act 1985 (the 'Offer').
Court sanction of the Scheme of Arrangement
The boards of BOC and Linde are pleased to announce that earlier today the Court sanctioned the Scheme and the reduction of capital which forms part of the Scheme.
Dealings in BOC Shares on the London Stock Exchange are expected to be suspended at 5:00 p.m. (London time) on 4 September 2006. It is expected that the Scheme will become effective on 5 September 2006 and that at 8:00 a.m. (London time) on 5 September 2006 BOC Shares will cease to be listed on the Official List and their admission to trading on the London Stock Exchange will be cancelled.
Upon completion of the Offer, BOC Shareholders will be entitled to receive 1600 pence for each BOC Share held at the Scheme Record Time (6.00 p.m. on 4 September 2006) and, to the extent that they are entitled to receive Loan Notes under the Loan Note Alternative, £1.00 of Loan Notes for each £1.00 of cash consideration to which they would otherwise be entitled under the Scheme. BOC Shareholders will also receive 20.25 pence per share by way of the Second Interim Dividend for each BOC Share held at the Scheme Record Time.
Payment of the cash consideration, and the Second Interim Dividend, and the issue of certificates in respect of the Loan Notes under the Loan Note Alternative, is expected to be made on or prior to 19 September 2006.
Capitalised terms in this announcement have the same meaning as in the Scheme Document dated 22 July 2006.
For further information: Linde AG Press Uwe Wolfinger Phone: +49 611 770 264
Linde AG Investor Relations Thomas Eisenlohr Phone: +49 611 770 610
BOC Press Nigel Abbott Phone: +44 1276 477222
BOC Investor Relations Christopher Marsay Phone: +44 1276 477222
The Maitland Consultancy Neil Bennett Phone: +44 20 7379 5151
Deutsche Bank Nigel Meek Stephan Leithner James Arculus Phone: +44 207 545 8000
Morgan Stanley Dietrich Becker Dieter Turowski Henry Stewart Phone: +44 207 425 8000
JPMorgan Cazenove Mark Breuer Barry Weir Michael Wentworth-Stanley Phone: +44 207 588 2828
Merrill Lynch Bob Wigley Kevin Smith Mark Astaire Phone: +44 207 628 1000
This announcement does not constitute an offer or invitation to purchase any securities. The Loan Notes to be issued in connection with the Offer have not been, nor will they be, registered under the US Securities Act or under the applicable securities laws of any state, district or other jurisdiction of the United States or of Canada, Australia, New Zealand, Malaysia or Japan and no regulatory clearances in respect of the Loan Notes have been, or will be, applied for in any jurisdiction. Accordingly, Loan Notes are not being and, unless permitted by applicable law and regulation, may not be offered sold, resold, delivered or transferred, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, Malaysia or Japan or to, or for the account or benefit of, any Restricted Overseas Person.
Certain BOC shareholders will be Restricted Overseas Persons under the terms of the Scheme and such persons will not be entitled to receive Loan Notes and will be entitled to receive only cash consideration.
Deutsche Bank, which is authorised by Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and by the Financial Services Authority (FSA) and is regulated by the FSA for the conduct of UK business, is acting exclusively for Linde and no one else in connection with the Offer and will not be responsible to anyone other than Linde for providing the protections afforded to clients of Deutsche Bank nor for providing advice in connection with the Offer.
Morgan Stanley is acting for Linde in connection with the Offer and no one else and will not be responsible to anyone other than Linde for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Offer or any other matters referred to in this announcement.
JPMorgan Cazenove, which is regulated in the UK by the FSA, is acting exclusively for BOC and no one else in connection with the Offer and will not be responsible to anyone other than BOC for providing the protections afforded to clients of JPMorgan Cazenove nor for providing advice in relation to the Offer or any other matters referred to in this announcement.
Merrill Lynch is acting exclusively for BOC in connection with the Offer and no one else and will not be responsible to anyone other than BOC for providing the protections afforded to clients of Merrill Lynch or for providing advice in relation to the Offer or any other matters referred to in this announcement.
Notice to US Investors in BOC: The Offer relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US tender offer rules. Financial information included in the documentation has been prepared in accordance with accounting standards applicable in the UK and Germany that may not be comparable to the financial statements of US companies.
--- End of Message --- WKN: 648300; ISIN: DE0006483001; Index: CDAX, DAX, Prime All Share, HDAX; Listed: Prime Standard in Frankfurter Wertpapierbörse, Amtlicher Markt in Börse Berlin Bremen, Amtlicher Markt in Bayerische Börse München, Amtlicher Markt in Börse Düsseldorf, Amtlicher Markt in Börse Stuttgart, Amtlicher Markt in Hanseatische Wertpapierbörse zu Hamburg, Freiverkehr in Niedersächsische Börse zu Hannover, Amtlicher Markt in Frankfurter Wertpapierbörse;
Viðskiptablaðið er 25 ára og af því tilefni býðst nýjum áskrifendum að kaupa áskrift á 50% afslætti.
Afmælisverðið er aðeins 2.500 krónur.
Tilboðið er fyrir nýja áskrifendur. Núverandi áskrifendur geta bætt við sig áskrift á þessu verði. Gildir í 4 mánuði. Áskrifendur fá Viðskiptablaðið, Frjálsa verslun og Fiskifréttir sent ásamt vefaðgangi að vb.is og fiskifrettir.is