RNS Number : 4199Y
Alterian PLC
07 July 2008
Not for release, publication or distribution, in whole or in part, in or into the United States, Australia, Canada, Japan or any other
jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.
Recommended offer by Alterian PLC for the entire issued and to be issued ordinary share capital of Mediasurface PLC
07 July 2008
Alterian PLC ("Alterian" or the "Company")
Offer unconditional as to acceptances
On 16 May 2008, the boards of Alterian plc ("Alterian") and Mediasurface plc ("Mediasurface") announced that they had reached agreement
on the terms of a recommended cash and share offer to be made, subject to shareholder approval, by Alterian for the entire issued and to be
issued share capital of Mediasurface.
The Offer Document was posted to Mediasurface Shareholders on 9 June 2008.
Alterian announces that, as at 3.00 p.m. on 5 July 2008, being the revised first closing date of the Offer, valid acceptances of the
Offer had been received in respect of a total of 105,516,379 Mediasurface Shares representing 89.6 per cent. of the issued share capital of
Mediasurface. None of these acceptances were received from persons acting in concert with Alterian and each of these acceptances will be
counted towards the satisfaction of the acceptance condition under the Offer.
Prior to making the Offer, Alterian obtained irrevocable undertakings to accept, or procure the acceptance of, the Offer from certain
Mediasurface Shareholders in respect of 62,186,702 Mediasurface Shares, representing in aggregate approximately 52.8 per cent. of the issued
share capital of Mediasurface. In respect of the Mediasurface Shares which are the subject of irrevocable undertakings, Alterian had at 3.00
pm on 5 July 2008 received valid acceptances in respect of 62,086,702.
In accordance with the conditions of the Offer, the Alterian Board announces that it has waived the requirement to receive acceptances
in respect of not less than 90 per cent. of the Mediasurface Shares to which the Offer relates and has decided to declare the Offer
unconditional as to acceptances having received acceptances in respect of Mediasurface Shares carrying, in aggregate, more than 50 per cent.
of the voting rights exercisable at a general meeting of Mediasurface. The Alterian Board announces that the Offer has been declared
unconditional as to acceptances and that all outstanding conditions of the Offer have either been satisfied or waived, save for the
condition relating to the admission to the Official List of the UK Listing Authority and to trading on the Main Market of the London Stock
Exchange ("Admission") of the New Alterian Shares becoming effective.
Following the allocations made pursuant to the Mix and Match Facility, application has been made for the Admission of 3,956,691
Consideration Shares and it is expected that Admission and dealings in such Consideration Shares, together with the Issue Shares will
commence on 9July 2008, when it is also expected that the Offer will become unconditional in all respects.
The Alterian Board announces that the Mix and Match Facility has now been closed with effect from 3.00 p.m. on 5 July 2008.
Mediasurface Shareholders validly elected to receive additional cash under the Mix and Match Facility in respect of 76,022,719 Mediasurface
Shares. Those Mediasurface Shareholders will receive cash in respect of 1.1 per cent. of their elections for additional cash. Elections to
receive additional New Alterian Shares under the Mix and Match Facility will be received in full. The Offer will remain open for acceptance
until further notice but at least for the next 14 days. Mediasurface Shareholders who have not yet accepted the Offer are urged to do so as
soon as possible.
Neither Alterian nor any person deemed to be acting in concert with Alterian for the purpose of the Offer: (a) owned or controlled any
Mediasurface Shares, or any rights over such Mediasurface Shares immediately prior to 24 April 2008, being the commencement of the Offer
Period; (b) has acquired or agreed to acquire any Mediasurface Shares (or rights over Mediasurface Shares) during the Offer Period (save as
disclosed above in relation to the irrevocable undertakings received by Alterian), (c) is interested in or has any rights to subscribe for
Mediasurface Shares (d) holds any short position under a derivative referenced to Mediasurface Shares, (e) is a party to any agreement to
sell or any delivery obligation or right to require another person to purchase or take delivery of any Mediasurface Shares, or (f) has
borrowed or lent, save for borrowed shares which have been either on-lent or sold, any Mediasurface Shares.
Mediasurface Shareholders who hold their Mediasurface Shares in certificated form who wish to accept the Offer and have not done so
should complete their Form(s) of Acceptance and return it/them by post or (during normal business hours only) by hand to Computershare
Investor Services PLC, Corporate Action Projects, Bristol BS99 6AH as soon as possible and, in any event, so as to be received no later than
3.00 p.m. on 19 July 2008, by following the procedure set out in paragraph 14(a) of Part II of the Offer Document.
Additional Forms of Acceptance are available from Computershare Investor Services PLC by telephone on 0870 707 1147 (or if you are
calling from outside the United Kingdom on +44 870 707 1147) or at the address referred to above.
Mediasurface Shareholders who hold their Mediasurface Shares in uncertificated form (that is, in CREST), who wish to accept the Offer
and have not done so, should make their acceptance electronically through CREST so that the TTE instruction settles no later than 3.00 p.m.
on 11 July 2008, by following the procedure set out in paragraph 14 (b) of Part II of the Offer Document. Mediasurface Shareholders who are
CREST sponsored members, should refer to their CREST sponsor before taking any action as only their CREST sponsor will be able to send the
necessary TTE instruction to Euroclear in relation to their Mediasurface Shares.
Settlement of the consideration due to Mediasurface Shareholders who have already provided valid and complete acceptances under the
Offer will be despatched (or in respect of Mediasurface Shares held in uncertificated form, credited through CREST) within 14 days of the
Offer becoming unconditional in all respects. The consideration due to Mediasurface Shareholders who provide valid and complete acceptances
under the Offer after the date of this announcement will be despatched (or in respect of Mediasurface Shares held in uncertificated form,
credited through CREST) within 14 days of the Offer becoming unconditional in all respects or the date on which such acceptances are
received or, in the case of electronic acceptances, made, whichever is the later.
As anticipated in the Offer Document, as and when Alterian has received valid acceptances under the Offer in respect of or otherwise
acquires 90 per cent. or more in value of the Mediasurface Shares to which the Offer relates, Alterian confirms that it intends to exercise
its rights pursuant to the provisions of sections 974 to 991 of the Companies Act 2006 to acquire compulsorily the Mediasurface Shares in
respect of which acceptances have not been received. A further announcement will be made in due course.
Notice has also been sent to the board of Mediasurface requesting that the Mediasurface Directors make an application to the London
Stock Exchange for the cancellation of the trading of the Mediasurface Shares on AIM. Such cancellation will take effect no earlier than 6
August 2008, being 20 business days after the Offer is expected to be unconditional in all respects.
If a holder of Mediasurface Shares is in any doubt about the Offer and/or any action he should take, he is recommended to seek his own
personal financial advice immediately from an independent financial adviser duly authorised under the Financial Services and Markets Act
2000 who specialises in advising upon investment in shares and other securities if he is in the United Kingdom or, if not in the United
Kingdom, from another appropriately authorised financial adviser in his own jurisdiction.
The expressions used in this announcement, unless the context otherwise requires, bear the same meaning as in the Offer Document dated 9
June 2008.
Investec Bank (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting
exclusively for Alterian and no one else in connection with the Offer and Issue and will not be responsible to anyone other than Alterian
for providing the protections afforded to clients of Investec Bank (UK) Limited or for providing advice in connection with the Offer or the
Issue.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law
and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about,
and observe, any applicable requirements. The following announcement has been prepared in accordance with English law, the Code and the
Disclosure and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with
the laws of jurisdictions outside England.
This Announcement does not constitute an offer or an invitation to purchase or subscribe for 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, an
advertisement to be published in the London Gazette and the Form of Acceptance (in respect of certificated Mediasurface Shares), which will
contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to
the Offer should be made only on the basis of the information in the Offer Document, the Form of Acceptance (in the case of certificated
Mediasurface Shares) and the Prospectus.
Unless otherwise determined by Alterian and permitted by applicable law and regulation, the Offer isl not being made, directly or
indirectly, in or into, or by the use of the mails or by any means or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce, or any facility of a national securities exchange, of a Restricted Jurisdiction
(including the United States, Canada, Australia or Japan) and the Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons
receiving this Announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send it in or into or from a Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or
more of any class of "relevant securities" of Mediasurface or of all "dealings" in any "relevant securities" of Mediasurface or of Alterian
(including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by
not later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will
continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on
which the Offer Period otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Mediasurface or of Alterian, they will be deemed to be a single person for
the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Mediasurface or Alterian by Alterian or Mediasurface, or by any of
their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of
the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed,
and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the
City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a
"dealing" under Rule 8, you should consult the Panel.
If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately
from your stockbroker, bank manager, solicitor, accountant or independent financial adviser authorised under the Financial Services and
Market Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent
financial adviser.
ENQUIRIES
Alterian
David Eldridge Tel: + 44 (0) 117 970 3200
David Cutler
Investec Bank (UK ) Limited
Andrew Pinder Tel: + 44 (0) 20 7597 5970
Patrick Robb
Daniel Adams
Alterian's PR Advisers: Financial Dynamics
Harriet Keen Tel: +44 (0) 20 7269 7280
Haya Chelhot Tel: +44 (0) 20 7831 3113
This information is provided by RNS
The company news service from the London Stock Exchange
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