Irrevocable Undertakings and Letters of Intent
10 November 2011 - 5:38PM
UK Regulatory
TIDMCOO
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTION OR OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
10 November 2011
RECOMMENDED CASH OFFER WITH A SHARE ALTERNATIVE
FOR
COOLABI PLC ("COOLABI")
BY
NORTH PROMOTIONS PLC ("NORTH")
Irrevocable undertakings and letters of intent
Further to the announcement made on 28 October 2011, North has now received
letters of intent from ProVen Growth and Income VCT plc and ProVen VCT plc to
accept the Offer in relation to their entire holdings amounting to 2,402,379
Coolabi Shares in aggregate, representing 3.76 per cent. of the fully diluted
share capital.
These letters of intent will lapse and be of no effect if, inter alia, a third
party announces a firm intention to make an offer under Rule 2.7 of the Code
for all of the issued share capital of Coolabi which values a Coolabi Share at
more than 10 per cent. of the value of the Offer (the "Higher Competing
Offer").
North has received irrevocable undertakings from the Coolabi Management
Directors and Avonglen Limited, a company through which certain of the Coolabi
Management Directors provide services and indirectly hold Coolabi Shares, EPVCT
and certain other shareholders to accept the Offer in respect of a total of
34,258,512 Coolabi Shares, representing 53.66 per cent., of the fully diluted
share capital of Coolabi.
In addition, North has now obtained letters of intent to accept the Offer in
respect of an aggregate of 6,530,255 Coolabi Shares, representing 10.23 per
cent. of the fully diluted share capital Coolabi.
North has also received irrevocable undertakings from the Independent Directors
and certain other shareholders to vote in favour of the Ordinary Resolution to
approve the Offer in respect of a total of 18,193,220 Coolabi Shares,
representing 41.24 per cent., of the votes that may be cast in the resolution.
Further, the irrevocable undertakings North has received from the Coolabi
Management Directors, EPVCT and Avonglen Limited elect for the Share
Alternative in respect of a total of 19,730,309 Coolabi Shares, representing
30.90 per cent. of the fully diluted share capital of Coolabi.
A summary of the irrevocable undertakings given by the Coolabi Directors and
Coolabi Shareholders and letters of intent received from Coolabi Shareholders
is contained in Appendix I to this announcement.
Defined terms used in this announcement have the same meaning as set out in
Appendix VI to the Offer Announcement.
Enquiries:
Evolution Securities Limited (sole financial adviser and Nominated Adviser to
Coolabi)
Jeremy Ellis Tel: +44 (0)20 7071 4300
Chris Clarke
Merchant Securities Limited (sole financial adviser to
North)
David Worlidge Tel: +44 (0)20 7628 2200
Virginia Bull
FURTHER INFORMATION
This announcement is not intended to, and does not, constitute or form part of
an offer to sell, or otherwise dispose of, or constitute an invitation or the
solicitation of an offer to purchase, subscribe for or otherwise acquire any
securities or the solicitation of any vote or approval in any jurisdiction,
pursuant to the Offer or otherwise. The Offer will be made solely by means of
the Offer Document, which will contain the full terms and conditions of the
Offer (including details of how to accept the Offer). Any acceptance of the
Offer should be made only on the basis of the information contained in the
Offer Document. Coolabi Shareholders are advised to read the formal
documentation in relation to the Offer carefully.
Please be aware that addresses, electronic addresses and certain other
information provided by Coolabi Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Coolabi may
be provided to North during the offer period as required under Section 4 of
Appendix 4 of the Code.
Merchant Securities is authorised by the Financial Services Authority. Merchant
Securities is acting exclusively for North and no one else in connection with
the Offer and will not be responsible to anyone other than North for providing
the protections afforded to clients of Merchant Securities, or for providing
advice in connection with the Offer or any matter referred to herein.
Evolution Securities is acting exclusively for Coolabi and no one else in
connection with the Offer and will not be responsible to anyone other than
Coolabi for providing the protections afforded to clients of Evolution
Securities or for providing advice in connection with the Offer or any matter
referred to herein.
Overseas Shareholders
This announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation
of an offer to buy any securities, pursuant to the Offer or otherwise. The
Offer will be made solely by means of an Offer Document and the Form of
Acceptance accompanying the Offer Document in respect of Coolabi Shares in
certificated form, which will contain the full terms and conditions of the
Offer, including details of how the Offer may be accepted.
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Unless otherwise determined by North or required by the City Code, and
permitted by applicable law and regulation, the Offer will not be made,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction, and the Offer will not be
capable of acceptance from or within a Restricted Jurisdiction. Accordingly,
copies of this announcement and all documents relating to the Offer are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Offer (including custodians,
nominees and trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions as doing so may invalidate any purported
acceptance of the Offer.
The availability of the Offer to Coolabi Shareholders who are not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are resident. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable requirements.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of which it has
been announced that its offer is, or is likely to be, solely in cash) must make
an Opening Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no later than 3.30
pm (London time) on the 10th business day following the announcement in which
any paper offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a paper offeror prior to the
deadline for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company or
of any paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror, save
to the extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see Rules
8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at http://
www.thetakeoverpanel.org.uk , including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure,
Evolution Securities confirms that it has given and not withdrawn its consent
to the publication of this announcement with the inclusion of its
recommendation and opinion in the form and context in which it is included.
Publication on Website
In accordance with Rule 30.4(c) of the Code, a copy of this announcement will
be made available, subject to certain restrictions relating to persons resident
in a Restricted Jurisdiction, free of charge, on Coolabi's website at
www.coolabi.com by no later than 12 noon on 11 November 2011.
You may request a hard copy of this announcement, free of charge, by contacting
the Merchant securities on +44 (0) 20 7628 2200.You may also request that all
future documents, announcements and information to be sent to you in relation
to the Offer should be in hard copy form.
APPENDIX I
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
Directors
The Coolabi Management Directors and their concert parties have given
irrevocable undertakings to accept the Offer and receive the Share Alternative
as follows:
Name Number of Coolabi Shares Percentage of existing
issued ordinary share
capital of Coolabi
William Harris 954,166 1.51
Jeremy Banks 700,000 1.11
Avonglen Limited* 458,333 0.73
Total 2,112,499 3.35
* Avonglen Limited is a company in which William Harris and Tim Ricketts each
hold a 33.33 per cent. shareholding and are both directors.
These undertakings will cease to have effect if:
* the Offer Document is not posted within 28 days of the 2.7 announcement (or
within such longer period as Coolabi, with the consent of the Panel,
determines); or
* the Offer lapses or is withdrawn.
The Independent Directors have given irrevocable undertakings to accept the
Offer, vote in favour of the Ordinary Resolution and receive cash as follows:
Name Number of Coolabi Shares Percentage of existing
issued ordinary share
capital of Coolabi
Nicholas James 250,000 0.40
Linda James 129,526 0.20
Stuart Lindsay 83,333 0.13
Total 462,859 0.73
These undertakings will cease to have effect if:
* the Offer Document is not posted within 28 days of the 2.7 announcement (or
within such longer period as Coolabi, with the consent of the Panel,
determines);
* a new offer being received from a third party with a value greater than 10
per cent. of the Offer; or
* the Offer lapses or is withdrawn.
Other Shareholders
Certain other Coolabi Shareholders have given irrevocable undertakings to
accept the Offer and receive cash as follows:
Name Number of Coolabi Percentage of existing
Shares issued ordinary share
capital of Coolabi
MD Barnard & Company Limited 6,940,833 11.02
Herald Investment Management 2,990,000 4.75
Amati Global Investors 2,135,883 3.39
Antony Jordon 1,998,628 3.17
Total 14,065,344 22.32
These undertaking will cease to have effect if:
* the Offer Document is not posted within 28 days of the 2.7 announcement (or
within such longer period as Coolabi, with the consent of the Panel,
determines); or
* in the case of MD Barnard & Company Limited, Herald Investment Management
and Antony Jordan, a new offer being received from a third party with a
value greater than 10 per cent. of the price of the cash offer; or
* in the case of Amati Global Investors, a new offer being received from a
third party with a value greater than one per cent. of the price of the
cash offer; or
* the Offer lapses or is withdrawn.
BlackRock has given a letter of intent stating that it intends to accept the
Offer in relation to its entire holding of 4,127,876 Coolabi Shares,
representing 6.47 per cent. of the fully diluted share capital.
ProVen Growth and Income VCT plc and ProVen VCT plc have given letters of
intent stating that they intend to accept the Offer in relation to their entire
holdings amounting to 2,402,379 Coolabi Shares in aggregate, representing 3.76
per cent. of the fully diluted share capital.
EPVCT have given an irrevocable undertaking to accept the Offer and receive the
Share Alternative as follows:
Name Number of Coolabi Shares Percentage of fully
diluted ordinary share
capital of Coolabi
Edge Performance VCT PLC 17,617,810 27.59
* Includes 832,770 Coolabi Shares as a result of conversion of the Convertible
loan Note.
The undertaking from EPVCT will cease to have effect if:
* the Offer Document is not posted within 28 days of the 2.7 announcement (or
within such longer period as Coolabi, with the consent of the Panel,
determines); or
* the Offer lapses or is withdrawn.
END
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