FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of January
Commission File Number
WATERFORD WEDGWOOD PLC
(Translation of registrant's name into English)
1/2 UPPER HATCH ST, DUBLIN 2, IRELAND
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F..X.. Form 40-F.....
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ..... No ..X...
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- ________
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
CANADA, AUSTRALIA OR JAPAN
WATERFORD WEDGWOOD U.K. PLC
RECOMMENDED CASH OFFER FOR ROYAL DOULTON PLC
OFFER DECLARED WHOLLY UNCONDITIONAL
The Board of Waterford Wedgwood U.K. plc ("Waterford Wedgwood UK") announces
that as at 3.00 pm on Friday, 14 January, the first closing date of its offer
for Royal Doulton plc ("Royal Doulton") (the "Offer"), Waterford Wedgwood UK had
received valid acceptances in respect of 230,615,012 Royal Doulton ordinary
shares representing 69.38 per cent. of Royal Doulton's issued ordinary share
capital. Included in these acceptances are those received pursuant to
irrevocable undertakings to accept the Offer from Indexia Holdings Limited (a
company wholly controlled by Sir Anthony O'Reilly) and Cantique Limited (a
company wholly controlled by Mr Peter John Goulandris) in respect of their
aggregate holdings of 13,250,000 Royal Doulton Shares representing approximately
4 per cent. of Royal Doulton's issued ordinary share capital and from the
directors of Royal Doulton, in respect of their aggregate holdings of 7,214,235
Royal Doulton Shares representing approximately 2 per cent. of Royal Doulton's
issued ordinary share capital.
Prior to the announcement of the Offer, the Waterford Wedgwood Group held
70,339,352 Royal Doulton Shares representing approximately 21.16 per cent of
Royal Doulton's issued ordinary share capital. Accordingly, the Waterford
Wedgwood Group now holds or has received acceptances in respect of 300,954,364
Royal Doulton ordinary shares representing 90.54 per cent. of the current issued
ordinary share capital of Royal Doulton.
The Board of Waterford Wedgwood UK announces that the Offer is now declared
wholly unconditional.
Royal Doulton Shareholders who have not yet accepted the Offer and wish to do so
are urged, if their Royal Doulton Shares are held in certificated form, to
complete and return their Form of Acceptance and, if their Royal Doulton Shares
are held in CREST, to accept by way of a TTE Instruction, in each case as soon
as possible and as set out in the Offer Document dated 15 December 2004. Should
any Royal Doulton shareholders require additional Forms of Acceptance, they
should contact Capita IRG plc on 0870 162 3100 between 9.00 am and 5.00 pm
Monday to Friday. The Offer will remain open for acceptance until further
notice.
Settlement of the consideration to which any Royal Doulton Shareholder is
entitled under the Offer in respect of valid acceptances received by no later
than 3.00 pm (London time) on 14 January 2005 will be despatched on or before 28
January 2005, and within 14 days of the date of receipt of further acceptances
which are complete in all respects.
Save as disclosed above, neither Waterford Wedgwood UK nor any person acting, or
deemed to be acting, in concert with Waterford Wedgwood UK held any Royal
Doulton Shares or rights over Royal Doulton Shares prior to the Offer period and
neither Waterford Wedgwood UK nor any person acting in concert with Waterford
Wedgwood UK has acquired or agreed to acquire any Royal Doulton Shares or rights
over Royal Doulton Shares during the Offer Period.
Compulsory acquisition and de-listing
If and when Waterford Wedgwood UK receives valid acceptances in respect of and/
or otherwise acquires 90 per cent or more of the shares to which the Offer
relates, Waterford Wedgwood UK intends to exercise its rights under the
provisions of sections 428 to 430(F) inclusive of the Companies Act 1985 (as
amended) to acquire compulsorily all outstanding Royal Doulton Shares not
acquired or agreed to be acquired pursuant to the Offer.
Waterford Wedgwood UK stated in the Offer Document that, after the Offer is
declared unconditional in all respects, it intended to procure the cancellation
of the listing of Royal Doulton Shares on the Official List of the UK Listing
Authority, and the cancellation of trading of Royal Doulton Shares on the London
Stock Exchange. The notice period for such cancellations has now commenced and
the anticipated date of such cancellations taking effect is 15 February 2005 or
as soon as practicable thereafter.
This announcement should be read in conjunction with the Offer Document dated 15
December, 2004. Terms defined in the Offer Document have the same meaning in
this announcement.
Lazard & Co. Limited is acting for Waterford Wedgwood plc and Waterford Wedgwood
UK in connection with the Offer and no one else and will not be responsible to
anyone other than Waterford Wedgwood plc and Waterford Wedgwood UK for providing
the protections afforded to clients of Lazard & Co. Limited nor for providing
advice in connection with the Offer.
The availability of the Offer to Royal Doulton Shareholders who are not resident
in the United Kingdom may be affected by the laws of the relevant jurisdictions.
Royal Doulton Shareholders who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements.
17 January 2005
Enquiries
Lazard & Co., Limited Tel: +44 20 7187 2000
Nicholas Shott
David Reitman
Powerscourt (UK/ International Media) Tel: +44 20 7236 5615
Rory Godson Tel: +44 7909 926 020
Dennehy Associates (Ireland) Tel: +353 1 676 4733
Michael Dennehy Tel: +353 87 255 6923
College Hill (Investor Relations) Tel: +44 20 7457 2020
Kate Pope Tel: +44 7798 843 276
Mark Garraway Tel: +44 7771 860 938
END
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Waterford Wedgwood PLC
(Registrant)
By: Patrick Dowling
(Signature)*
Date:17 January, 2005