TIDMDTE
RNS Number : 7027E
Seven Technologies Holdings Limited
14 May 2013
Not for release, publication or distribution, in whole or in
part, directly or indirectly in, into or from the united states,
australia, canada, the republic of south africa or japan or any
other jurisdiction where to do so would constitute a violation of
the relevant laws or regulations of such jurisdiction
14 May 2013
RECOMMENDED CASH offer by
SEVEN TECHNOLOGIES HOLDINGS LIMITED
FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF
Datong PLC
Posting of Offer Document
Following the announcement on 10 May 2013 of Seven Technologies
Holdings Limited's ("Seven") intention to make a recommended cash
offer (the "Offer") to acquire the entire issued and to be issued
share capital of Datong plc ("Datong") at the offer price of 50
pence per Datong Share, the parties announce that the offer
document (the "Offer Document") containing full terms of, and
conditions to, the Offer, is being posted today to Datong
Shareholders, holders of options in the Datong Share Option Scheme
and persons with information rights, together with the related Form
of Acceptance (in respect of Datong Shares in certificated
form).
The Offer will initially remain open for acceptance until 1.00
pm (London time) on 4 June 2013.
In order to accept the Offer, Datong Shareholders who hold their
Datong Shares in certificated form (that is, not in CREST) should
complete, in accordance with the instructions printed on it, sign
and return the Form of Acceptance (together with their share
certificate(s) and any other documents of title) as soon as
possible and, in any event, so as to be received by no later than
1.00 pm (London time) on 4 June 2013 by Neville Registrars Limited,
Neville House, 18 Laurel Lane, Halesowen, B63 3DA. The procedure
for acceptance of the Offer in respect of certificated Datong
Shares is set out in paragraph 13(a) of the letter from Seven which
forms Part II of the Offer Document and Appendix 1 to the Offer
Document and in the accompanying Form of Acceptance.
In order to accept the Offer, Datong Shareholders who hold their
DatongShares in uncertificated form (that is, in CREST), should
make their acceptance electronically through CREST so that the TTE
instruction(s) settles not later than 1.00 pm (London time) on 4
June 2013. If you are a CREST sponsored member you should refer to
your CREST sponsor before taking any action. Only your CREST
sponsor will be able to send the TTE Instruction(s) to Euroclear in
relation to your Datong Shares in uncertificated form. The
procedure for acceptance of the Offer in respect of uncertificated
Datong Shares is set out in paragraph 13(b) of the letter from
Seven which forms Part II of Offer Document and Appendix I to the
Offer Document.
Copies of the Offer Document and the Form of Acceptance will be
available for inspection at the offices of Osborne Clarke at One
London Wall, London, EC2Y 5EB, during normal business hours on any
weekdays (Saturdays, Sundays and public holidays excepted).
Publication on websites
A copy of this announcement and the Offer Document, are
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, for inspection on
Seven's website at http://www.Seventechnologies.co.uk and the
Datong website (http://www.datong.co.uk/investor_relations.htm by
no later than 12 noon on 15 May 2013 and will remain so during the
course of the Offer.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
Capitalised terms used but not defined in this announcement have
the same meaning as given to them in the Offer Document.
Enquiries
Seven Technologies Holdings Limited Tel: 028 9263
5620
Richard Moon
Gavin Williamson
BDO LLP, Financial Adviser to Seven Tel: 020 7486
5888
John Stephan
David Abbott
Datong plc Tel: 0113 239
5350
Paul Lever
Mark Cook
Cavendish Corporate Finance LLP, Rule 3 Adviser Tel: 020 7908
6000
Joe Stelzer
John Farrugia
Canaccord Genuity Limited, Nominated Adviser Tel: 020 7523
and Broker 8350
Simon Bridges
Mark Whitmore
BDO, which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for Seven,
as financial adviser in relation to the Offer, and is not acting
for or advising any other person and accordingly will not be
responsible to any other person other than Seven for providing the
protections afforded to the clients of BDO or for providing advice
in relation to the contents of this announcement or any offer or
arrangement referred to herein or in the Offer Document and Form of
Acceptance. Neither BDO nor any of its affiliates owns or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of BDO in connection with this
announcement, any statement contained herein or otherwise.
Cavendish, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Datong and no one else in connection with the Offer and will
not be responsible to anyone other than Datong for providing the
protections afforded to customers of Cavendish or for providing
advice in relation to the Offer or any other matter referred to
herein.
Disclosure requirements of the Code
Under Rule 8.3(a) of the City 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 p.m. on the 10th Business Day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. 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 City 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 p.m. 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 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Overseas jurisdictions
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than the United Kingdom may be restricted by law. Therefore
persons into whose possession the Offer Document or this
announcement comes who are not resident in the United Kingdom
should inform themselves about, and observe, any applicable
restrictions. Datong Shareholders who are in any doubt regarding
such matters should consult an appropriate independent adviser in
the relevant jurisdiction without delay. Any failure to comply with
such restrictions may constitute a violation of the securities laws
of any such jurisdiction. This announcement has been prepared for
the purposes of complying with English law and the Code and the
information disclosed may not be the same as that which would have
been disclosed if the announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom.
In particular, unless otherwise determined by Seven and
permitted by applicable law and regulation, the Offer will not be
made, directly or indirectly, in or into, or by the use of mails or
any means of instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national securities exchange of any
Restricted Jurisdiction (including the United States, Australia,
Canada, the Republic of South Africa and Japan). Accordingly,
except as required by applicable law, copies of the Offer Document
and this announcement are not being, and may not be, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. Persons receiving the Offer Document or
this announcement (including without limitation nominees, trustees
or custodians) must not forward, distribute or send it into any
Restricted Jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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