TIDMPRW
RNS Number : 9051A
NetDragon Websoft Inc
01 October 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE IT
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH
JURISDICTION
For immediate release
1 October 2015
RECOMMENDED CASH OFFER
for
PROMETHEAN WORLD PLC
by
DIGITAL TRAIN LIMITED
an indirect non wholly-owned subsidiary of
NETDRAGON WEBSOFT INC.
Offer closed and level of acceptances
On 10 July 2015, the Boards of NetDragon Websoft Inc.
("NetDragon") and Promethean World plc ("Promethean") announced
that they had reached agreement on the terms of a recommended cash
offer to be made by Digital Train Limited ("Digital Train"), an
indirect non wholly-owned subsidiary of NetDragon, for the entire
issued and to be issued ordinary share capital of Promethean (the
"Offer"). The full terms and conditions and the procedures for
acceptance of the Offer are set out in the offer document which was
published and sent to Promethean Shareholders by Digital Train on 6
August 2015 (the "Offer Document"). On 7 September 2015, NetDragon
announced that the Offer had become unconditional as to
acceptances.
On 17 September 2015, NetDragon announced that a resolution
approving the Offer was passed by the NetDragon Shareholders at the
NetDragon General Meeting held in Hong Kong on that day, meaning
that the Condition relating to NetDragon Shareholder approval had
been satisfied.
As the Acceptance Condition had previously been satisfied on 7
September 2015 and no other Conditions to the Offer remained
outstanding, the Offer was declared unconditional in all respects
and would remain open for acceptance until 1.00 p.m. (London time)
on 1 October 2015.
Level of acceptances and Offer closed
As at 3.00 p.m. (London time) on 30 September 2015, NetDragon
and Digital Train have received valid acceptances of the Offer in
respect of 199,628,871 Promethean Shares, representing 98.23 per
cent. of the existing issued ordinary share capital of
Promethean.
NetDragon is pleased to announce that the Offer will close and
no longer be capable of acceptance on and from 1.00 p.m. (London
time) on 15 October 2016.
As announced on 17 September 2015, Digital Train commenced the
procedures available to it under sections 974 to 991 (inclusive) of
the Companies Act to acquire compulsorily any remaining Promethean
Shares to which the Offer relates not assented to the Offer on the
same terms as the Offer. Notice was sent to non-accepting
shareholders informing them of the compulsory acquisition of their
Promethean Shares by Digital Train on 21 September 2015.
Actions to be taken
Promethean Shareholders who have not yet accepted the Offer are
encouraged to do so without delay in accordance with the following
procedures:
If you hold Promethean Shares in certificated form: If you hold
your Promethean Shares, or any of them, in certificated form (that
is, NOT in CREST), to accept the Offer in respect of those
Promethean Shares, you should complete, sign and return the Form of
Acceptance along with your valid share certificate(s) and/or any
other relevant documents of title as soon as possible, so as to be
received by post or by hand (during normal business hours only) to
the Receiving Agent, Equiniti Limited, at Aspect House, Spencer
Road, Lancing, West Sussex, BN99 6DA. Further details on the
procedures for acceptance of the Offer if you hold any of your
Promethean Shares in certificated form are set out in paragraph
16.1 of Part 2 of the Offer Document and in the Form of
Acceptance.
If you hold Promethean Share in uncertificated form: If you hold
your Promethean Shares, or any of them, in uncertificated form
(that is, in CREST), to accept the Offer in respect of those
Promethean Shares, you should follow the procedure for Electronic
Acceptance through CREST so that the TTE instruction settles as
soon as possible. Further details on the procedures for acceptance
of the Offer if you hold any of your Promethean Shares in
uncertificated form are set out in paragraph 16.2 of Part 2 of the
Offer Document. If you hold your Promethean Shares as a CREST
sponsored member, you should refer acceptance of the Offer to your
CREST sponsor as only your CREST sponsor will be able to send the
necessary TTE instruction to Euroclear.
Promethean Shareholders who do not accept the Offer will have
their Promethean Shares compulsorily acquired but will have to wait
for the Companies Act process to conclude on, or shortly after, 2
November 2015 before receiving their consideration, settlement of
which is expected to be made within 14 days of that date.
If a Promethean Shareholder requires assistance in completing
their Form of Acceptance (or wish to obtain an additional Form of
Acceptance), or have questions in relation to making an electronic
acceptance, please contact the Receiving Agent, Equiniti Limited,
on 0871 384 2412 from within the UK or on +44 121 415 0845 if
calling from outside the UK. Calls to the 0871 384 2412 number cost
8 pence per minute (excluding VAT), plus network extras. Lines are
open 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday. Calls
to the helpline from outside the UK will be charged at the
applicable international rate. Different charges may apply to calls
from mobile telephones and calls may be recorded and randomly
monitored for security and training purposes. The helpline cannot
provide advice on the merits of the Offer nor give any financial,
legal or tax advice.
Full details on how to accept the Offer are set out in the Offer
Document, a copy of which is available on Promethean's website at
http://www.prometheanworld.com and on NetDragon's website at
http://ir.netdragon.com/.
Unless stated otherwise, terms used in this announcement have
the meanings given to them in the Offer Document.
Enquiries:
NetDragon and Digital Train
Simon Leung, Vice Chairman +852 285 078 28
Ben Yam, Chief Financial Officer
VSA Capital (financial adviser to NetDragon and Digital
Train)
Andrew Raca +44 (0)203 005 5000
James Asensio
Promethean
Philip Rowley, Chairman +44 (0)1254 298 598
Jim Marshall, Chief Executive Officer
Important notices relating to financial advisers
VSA Capital, which is regulated by the Financial Conduct
Authority in the UK, is acting exclusively for NetDragon and
Digital Train and no one else in connection with the Offer and will
not be responsible to anyone other than NetDragon or Digital Train
for providing protections afforded to its clients or providing
advice in relation to the Offer or any other matter referred to in
this announcement.
Further information
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer will be made solely by means
of the Offer Document and the Form of Acceptance, which will
contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Any decision in respect
of, or other response to, the Offer should be made only on the
basis of the information contained in those documents.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange,
the Listing Rules and the 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 and
regulations of any jurisdiction outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom or the United States
and the ability of Promethean Shareholders who are not resident in
the United Kingdom or the United States to participate in the Offer
may be affected by the laws of relevant jurisdictions. Therefore
any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or the United States or Promethean
Shareholders who are not resident in the United Kingdom or the
United States will need to inform themselves about, and observe,
any applicable legal or regulatory requirements. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Offer disclaim any responsibility for liability for
the violation of such restrictions by any person.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality of interstate or foreign
commerce of, or any facility of a national state or other
securities exchange of any Restricted Jurisdiction, unless
conducted pursuant to an exemption from the applicable securities
laws of such Restricted Jurisdiction.
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