COO Coolabi

 
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 
 
                                                                5 December 2011 
 
                RECOMMENDED CASH OFFER WITH A SHARE ALTERNATIVE 
 
                                      FOR 
 
                            COOLABI PLC ("COOLABI") 
 
                                      BY 
 
                        NORTH PROMOTIONS PLC ("NORTH") 
 
 Level of acceptances, Offer declared wholly unconditional and closing of Offer 
 
On 28 October 2011, the boards of North and Coolabi announced that they had 
reached agreement on the terms of a recommended cash offer with a share 
alternative to be made by North for the issued and to be issued share capital 
of Coolabi. The full terms and conditions of the Offer and the procedures for 
acceptance were set out in the offer document (the "Offer Document") issued to 
the shareholders of Coolabi on 11 November 2011. 
 
Levels of acceptance 
 
As at 1.00 p.m. on 2 December 2011, North had received valid acceptances from 
Coolabi Shareholders in respect of 59,921,489 Coolabi Shares, representing 
approximately 95.09 per cent. of the issued ordinary share capital of Coolabi 
at that date, all of which North may count towards the satisfaction of its 
acceptance condition. 
 
The board of North is pleased to announce that the Offer has therefore become 
unconditional as to acceptances and has been declared unconditional in all 
respects. 
 
Prior to making the Offer, North received irrevocable undertakings to accept 
the Offer in respect of, in aggregate, 34,258,512 Coolabi Shares, representing 
approximately 54.36 per cent. of the existing issued share capital of Coolabi. 
In addition, North received letters of intent to accept the Offer in respect 
of, in aggregate, 6,530,255 Coolabi Shares, representing 10.36 per cent. of the 
existing issued share capital of Coolabi. As at 1.00 p.m. on 2 December 2011, 
valid acceptances had been received in respect of 34,258,512 Coolabi Shares 
subject to such undertakings and 6,530,255 Coolabi Shares subject to such 
letters of intent, representing approximately 54.36 per cent. and 10.36 per 
cent. respectively of the existing issued share capital of Coolabi. 
 
As set out in the Offer Document, since the Offer has been declared 
unconditional in all respects, EPVCT intends to convert the remaining 
Convertible Loan Notes into 832,770 Coolabi Shares and accept the Offer as soon 
as reasonably practicable. 
 
The Offer will close at 1.00 p.m. on 16 December 2011. 
 
Compulsory acquisition, cancellation of trading on AIM and re-registration as a 
private company 
 
As indicated in the Offer Document, as North has received acceptances under the 
Offer in respect of more than 90 per cent. of the Coolabi Shares to which the 
Offer relates, North intends to exercise its rights pursuant to the provisions 
of Chapter 3 of Part 28 of the Companies Act, as applicable, to acquire 
compulsorily the remaining Coolabi Shares, on the same terms as the Offer, in 
respect of which the Offer has not been accepted and will deem such 
Shareholders to have made an election to receive cash pursuant to the Offer. 
 
In addition, as North is now interested in more than 75 per cent. of the issued 
share capital of Coolabi and as set out in the Offer Document, North intends to 
procure that Coolabi applies to AIM for the cancellation of trading in Coolabi 
Shares on AIM on 20 Business Days' notice. A further announcement is expected 
to be made in due course regarding the proposed date for the cancellation of 
trading on AIM. Following such cancellation, North intends to procure that 
Coolabi re-registers from a public limited company to a private limited company 
under the relevant provisions of the Companies Act. 
 
Coolabi Shareholders who have not yet validly accepted the Offer are, 
therefore, urged to do so as soon as possible. 
 
Settlement of consideration 
 
Settlement of the both the cash consideration and North Shares to which Coolabi 
Shareholders are entitled pursuant to the Offer shall be dispatched (or, in the 
case of Coolabi Shareholders holding their Coolabi Shares held in 
uncertificated form, shall be credited through CREST): (i) in the case of 
Coolabi Shareholders who validly accepted the Offer by 1.00 pm on 2 December 
2011, on or before 16 December 2011; and (ii) in the case of Coolabi 
Shareholders who validly accept after 1.00 pm on 2 December 2011, within 14 
days of the receipt of such acceptances. 
 
Terms defined in the Offer Document dated 11 November 2011 have the same 
meaning in this announcement. 
 
Note: 
 
Save as disclosed above, no Coolabi Shares have been acquired or agreed to be 
acquired by or on behalf of North or any person acting in concert with North 
during the Offer Period and neither North nor any person acting in concert with 
North has the benefit of any irrevocable commitment or letter of intent in 
respect of any Coolabi Shares or has any interest in any Coolabi Shares, or any 
short position (whether conditional or absolute and whether in the money or 
otherwise and including any short position under a derivative), any agreement 
to sell, any delivery obligation, any right to require another person to 
purchase or take delivery, any stock borrowing or lending arrangement in 
respect of any Coolabi Shares, or any right to subscribe for any Coolabi 
Shares. 
 
Enquiries: 
 
Merchant Securities Limited (sole financial adviser to 
North) 
 
David Worlidge                                         Tel: +44 (0)20 7628 2200 
 
Virginia Bull 
 
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 6 December 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. 
 
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. 
 
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, 
 
 
 
END 
 

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