TIDMSHDP
RNS Number : 9217R
Shed Media PLC
31 August 2010
Not for release, publication or distribution, in whole or in part, directly or
indirectly, in, into or from any jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction.
FOR IMMEDIATE RELEASE
31 August 2010
Recommended proposals for the acquisition by WB Bidco plc ("Bidco") of Shed
Media plc ("Shed") to be effected by means of a scheme of arrangement under Part
26 of the Companies Act 2006
On 5 August 2010, the Bidco Directors and the Independent Directors announced
that they had reached agreement on the terms of a recommended acquisition by
Bidco, a newly incorporated public company formed at the direction of Warner
Bros. and the Senior Management Team, of all of the issued and to be issued
share capital of Shed, to be effected by means of a court-sanctioned scheme of
arrangement between Shed and the Scheme Shareholders under Part 26 of the
Companies Act 2006 and a capital reduction under Section 641 of the Companies
Act 2006 (the "Scheme").
The board of Shed is pleased to announce that a circular setting out, amongst
other things, the full terms and conditions of the Scheme and the Capital
Reduction and an explanatory statement, together with the action to be taken by
Shed Shareholders, is today being posted to Shed Shareholders (the "Scheme
Circular").
Notices convening the Court Meeting and the General Meeting to be held at the
Tower Room, 22 Clerkenwell Green, London EC1R 0NA on 22 September 2010 at 10.00
a.m. and 10.15 a.m. (or as soon thereafter as the Court Meeting is concluded or
adjourned), respectively, are contained in the Scheme Circular. Subject to the
satisfaction or waiver of the Conditions, it is currently expected that the
Scheme will become effective on 13 October 2010. It should be noted that
pursuant to the expected timetable of principal events contained in the Scheme
Circular, the latest time for lodging the Bidco Form of Election is earlier than
the Scheme Record Time. If any of the expected dates change, Shed will give
notice of the change by issuing an appropriate announcement through a Regulatory
Information Service.
A request has been made to the London Stock Exchange to cancel the admission to
trading of Shed Shares on AIM with effect from the Scheme Effective Date. As
such the cancellation of admission to trading of Shed Shares on AIM is expected
to take place at 7 a.m. on 13 October 2010.
In accordance with Rules 20 and 26 of the AIM Rules for Companies and the City
Code on Takeovers and Mergers (the "City Code"), an electronic copy of the
Scheme Circular has been sent to the London Stock Exchange and made available on
Shed's website: www.shed-media.com.
Unless the context otherwise requires, terms defined in this announcement have
the same meaning as those terms defined in the announcement dated 5 August 2010
by the Bidco Directors and the Independent Board in relation to the Proposals.
The expected timetable of principal events is:
Event
Time and/or date
Latest time for
lodging Forms of Proxy for the:
Court Meeting (WHITE Form of Proxy)10.00 a.m. on 20 September 2010
General Meeting (BLUE Form of Proxy)10.15 a.m. on 20 September 2010
Voting Record Time
6.00 p.m. on 20 September 2010
Court Meeting
10.00 a.m. on 22
September 2010
General Meeting
10.15 a.m. on 22
September 2010
Latest time for lodging PINK Bidco Form of Election1.00 p.m. on 7 October 2010
The following dates are subject to change:
First Court Hearing (to sanction the Scheme)
8 October 2010
Last day of dealings in, and for registration of transfer of,
11 October 2010
and disablement in CREST of, Shed Shares
Reorganisation Record Time
5.00 p.m. on 11 October 2010
Scheme Record Time
6.00 p.m. on 11 October 2010
Commencement of temporary suspension of Shed Shares
7.00 a.m. on 12 October 2010
Second Court Hearing (to confirm the Capital Reduction)
12 October 2010
Scheme Effective Date
13
October 2010
Cancellation of admission to trading of Shed Shares on AIM
7.00 a.m. on 13 October 2010
Latest date of despatch of cheques and settlement through CREST
by 27 October 2010
in respect of the Cash Consideration and cash element of the Partial
Alternative and despatch of certificates in respect of the Bidco
Consideration Securities
All references in this document to times are to times in London (unless
otherwise stated).
These dates are indicative only and will depend, among other things, on the date
upon which the Court sanctions the Scheme and whether the Conditions are
satisfied or (if capable of waiver) waived on or prior to such date and the date
on which the Court Order(s) are delivered to or registered by the Registrar of
Companies (as applicable). If there are any revisions to the timetable, Shed
will give adequate notice of the change by making an appropriate announcement
through a Regulatory Information Service.
Enquiries:
+------------------------------------------------+-----------------+
| Warner Bros. (Media Enquiries) | |
+------------------------------------------------+-----------------+
| Scott Rowe | +1 818 954 5806 |
+------------------------------------------------+-----------------+
| Deborah Lincoln | +44 (0) 7879 |
| | 484944 |
+------------------------------------------------+-----------------+
| Morgan Stanley (Financial Adviser to Time | |
| Warner Inc. and Joint Financial Adviser to | |
| Bidco) | |
+------------------------------------------------+-----------------+
| Max Herrnstein | +1 212 761 4000 |
+------------------------------------------------+-----------------+
| Laurence Hopkins | +44 (0) 20 |
| | 7425 8000 |
+------------------------------------------------+-----------------+
| Antoine Dresch | +44 (0) 20 |
| | 7425 8000 |
+------------------------------------------------+-----------------+
| Ingenious Corporate Finance Limited (Financial | + 44 (0) 20 |
| Adviser to the Senior Management Team and | 7319 4000 |
| Joint Financial Adviser to Bidco) | |
+------------------------------------------------+-----------------+
| Tom Manwaring | |
+------------------------------------------------+-----------------+
| Chris Graves | |
+------------------------------------------------+-----------------+
| Shed Media plc | +44 (0) 20 |
| | 7239 1010 |
+------------------------------------------------+-----------------+
| Heather Rabbatts | |
+------------------------------------------------+-----------------+
| Altium Capital Limited (Financial Adviser and | + 44 (0) 20 |
| Nominated Adviser to Shed) | 7484 4040 |
+------------------------------------------------+-----------------+
| Ben Thorne | |
+------------------------------------------------+-----------------+
| Sam Fuller | |
+------------------------------------------------+-----------------+
| Melanie Szalkiewicz | |
+------------------------------------------------+-----------------+
| Hudson Sandler (Public Relations Adviser to | + 44 (0) 20 |
| Shed) | 7796 4133 |
+------------------------------------------------+-----------------+
| Nick Lyon | |
+------------------------------------------------+-----------------+
| Michael Sandler | |
+------------------------------------------------+-----------------+
| Wendy Baker | |
+------------------------------------------------+-----------------+
Further Information
This announcement does not constitute, or form any part of, any offer for, or
solicitation of any offer for, securities or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Proposals or otherwise. The Scheme
Circular will contain the full terms and conditions of the Proposals (including
details of how to vote in respect of the Proposals and details of, and how to
elect for, the Partial Alternative). Any vote in respect of the Proposals or
decision to elect for the Partial Alternative should only be made on the basis
of the information contained in the Scheme Circular.
Altium Capital Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority (the "FSA"), is acting exclusively for Shed
and no-one else in connection with the Proposals and will not be responsible to
anyone other than Shed for providing the protections afforded to the clients of
Altium Capital Limited, nor for providing advice in relation to the Proposals or
any matter referred to herein.
Ingenious Corporate Finance Limited, which is authorised and regulated in the
United Kingdom by the FSA, is acting for the Senior Management Team and Bidco
and no-one else in connection with the Proposals and will not be responsible to
anyone other than the Senior Management Team and Bidco for providing the
protections afforded to the clients of Ingenious Corporate Finance Limited, nor
for providing advice in relation to the Proposals or any matter referred to
herein.
Morgan Stanley & Co. Incorporated and Morgan Stanley & Co. Limited are acting
for Time Warner and Bidco and no -one else in connection with the Proposals and
will not be responsible to anyone other than Time Warner and Bidco for providing
the protections afforded to the clients of Morgan Stanley & Co. Incorporated and
Morgan Stanley & Co. Limited, nor for providing advice in relation to the
Proposals or any matter referred to herein.
Information for Overseas Shareholders
General
The Partial Alternative is not being made available in the Restricted
Jurisdictions or to any Restricted Overseas Shareholder. Such Restricted
Overseas Shareholders cannot elect for the Partial Alternative and will not be
issued Bidco Consideration Securities and any purported election for the Partial
Alternative by such persons will be treated as invalid by Bidco.
Such persons may only receive the Cash Consideration.
Information for US Shareholders
The Bidco Consideration Securities to be issued pursuant to the Proposals will
not be listed on any recognised stock exchange and have not been, and will not
be, registered under the United States Securities Act of 1933, as amended (the
"US Securities Act"), or under any relevant securities laws of any state or
other jurisdiction of the United States or of any Restricted Jurisdiction. No
regulatory clearances in respect of any of the Bidco Consideration Securities
have been, or will be, applied for in any jurisdiction. Accordingly, such
securities may not be offered, sold or delivered, directly or indirectly, in or
into such jurisdictions except pursuant to exemptions from applicable
requirements of such jurisdictions. The Bidco Consideration Securities will be
issued in reliance upon the exemption from the registration requirements of the
US Securities Act provided by section 3(a)(10) thereof. No public offering of
Bidco Consideration Securities will be made in the United States. For the
purpose of qualifying for the exemption from the registration requirements of
the US Securities Act provided by section 3(a)(10) thereof with respect to the
Bidco Consideration Securities issued pursuant to the Scheme, Shed will advise
the Court that its sanctioning of the Scheme will be relied upon by Bidco as an
approval of the Scheme following a hearing on its fairness to Shed Shareholders
at which hearing all such shareholders are entitled to attend in person or
through counsel to support or oppose the sanctioning of the Scheme and with
respect to which notification has been given to all such shareholders.
This transaction has not been approved or disapproved by the US Securities and
Exchange Commission ("SEC"), nor has the SEC or any US state securities
commission passed upon the merits or fairness of the transaction nor upon the
adequacy or accuracy of the information contained in this announcement. Any
representation to the contrary is a criminal offence in the United States. The
information disclosed in this announcement is not the same as that which would
have been disclosed if this announcement had been prepared for the purpose of
complying with the registration requirements of the US Securities Act or in
accordance with the laws and regulations of any other jurisdiction.
Shareholders in the US should note that the Scheme will relate to the shares of
an English company that is a "foreign private issuer" as defined under Rule 3b-4
of the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
will be governed by English law. Neither the proxy solicitation nor the tender
offer rules under the Exchange Act will apply to the Scheme. Moreover, the
Scheme will be subject to the disclosure requirements and practices applicable
in the UK to schemes of arrangement, which differ from the requirements of the
US proxy solicitation rules and tender offer rules. The financial information
relating to the Shed Group included or referred to in this announcement has been
prepared in accordance with accounting standards applicable in the United
Kingdom that may not be comparable to the financial statements of US companies.
US Generally Accepted Accounting Principles differ in certain respects from
International Financial Reporting Standards. None of the financial information
relating to the Shed Group in this announcement has been audited in accordance
with auditing standards generally accepted in the United States or the auditing
standards of the Public Accounting Oversights Board (United States).
Shed is a public limited company incorporated under the laws of England and
Wales. All of the directors of Shed are citizens and residents of countries
other than the United States. As a result, it may not be possible for investors
to effect service of process within the United States upon such persons or the
members of the Shed Group, or to enforce against them judgments of US courts,
including judgments predicated upon civil liabilities under the securities laws
of the United States or any state or territory within the United States.
Bidco is a public limited company incorporated under the laws of England and
Wales. A number of the Bidco Directors are citizens and resident of countries
other than the United States. As a result, it may not be possible for investors
to effect service of process within the United States upon such persons or the
members of Bidco, or to enforce against them judgments of US courts, including
judgments predicated upon civil liabilities under the securities laws of the
United States or any state or territory within the United States.
There is substantial doubt as to the enforceability in the United Kingdom in
original actions, or in actions for enforcement of judgments of US courts, based
on the civil liability provisions of US federal securities laws.
Information for other Overseas Shareholders
This announcement is being made to you in your capacity as a Shed Shareholder
only. This announcement is not intended to, and does not, constitute or form
part of any offer or invitation to purchase, otherwise acquire, subscribe for,
sell, issue or otherwise dispose of, any securities, or the solicitation of an
offer to buy or subscribe for, shares or the solicitation of any vote or
approval pursuant to the Scheme or otherwise, in any jurisdiction in which such
offer, invitation or solicitation is unlawful. This announcement has been
prepared in connection with a proposal in relation to a scheme of arrangement
pursuant to, and 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. Nothing in this announcement
should be relied upon for any other purpose.
The implications of the Scheme for, and the availability of the Partial
Alternative to, Overseas Shareholders may be affected by the laws of the
relevant jurisdiction. Such Overseas Shareholders should inform themselves about
and observe any applicable legal or regulatory requirements. Any failure to
comply with the restrictions may constitute a violation of the securities laws
of any such jurisdiction. If any Overseas Shareholder remains in any doubt, he
should consult an appropriate independent professional adviser in his relevant
jurisdiction without delay.
It is the responsibility of each Overseas Shareholder to satisfy himself as to
the full observance of the laws of the relevant jurisdiction in connection with
the Proposals, including the obtaining of any governmental, exchange control or
other consents which may be required, or the compliance with other necessary
formalities which are required to be observed and the payment of any issue,
transfer or other taxes due in such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains statements that are or may be, forward-looking
statements. All statements other than statements of historical facts included in
this announcement may be forward-looking statements. Forward-looking statements
often use words such as "target", "plan", "believe", "expect", "aim", "intend",
"will", "should", "could", "would", "may", "consider", "anticipate", "estimate",
"synergy", "cost saving", "project", "goal" or "strategy" or words or terms of
similar substance or the negative of such words. Forward-looking statements
include statements relating to the following: (i) the expected timetable for
implementing the Scheme, future capital expenditure, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects of Bidco or Shed; (ii) business and
management strategies and the expansion and growth of Bidco's or Shed's
operations and potential synergies resulting from the acquisition of Shed by
Bidco; and (iii) the effects of government regulation on Bidco's or Shed's
business.
These forward-looking statements are not guarantees of future performance. They
have not been reviewed by the auditors of Bidco or Shed. There are a number of
factors that could cause actual results and developments to differ materially
from those expressed or implied by such forward-looking statements, including
among other things, the enactment of legislation or regulation that may impose
costs or restrict activities; the re-negotiation of contracts or licences;
fluctuations in demand and pricing in the television production industry;
fluctuations of exchange controls; changes in government policy and taxation;
industrial disputes; war and terrorism. These forward-looking statements involve
known and unknown risks and uncertainties which may cause them to differ from
the actual results, performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the future.
Investors are cautioned not to place undue reliance on the forward-looking
statements, which speak only as of the date of this announcement. All subsequent
oral or written forward-looking statements attributable to Bidco or Shed or any
of their respective members, directors, officers or employees or any persons
acting on their behalf are expressly qualified in their entirety by the
cautionary statement above. All forward-looking statements included in this
announcement are based on information available to Bidco and Shed on the date of
this announcement and are made only as of the date of this announcement. Undue
reliance should not be placed on such forward-looking statements.
Subject to compliance with their legal and regulatory obligations, neither Shed
nor Bidco intends, or undertakes any obligation, to update any information
contained in this announcement.
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 an offeree or a paper offeror, that person 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 and (ii) the paper offeror. 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. (London time) on the 10th Business Day following the commencement
of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London
time) on the 10th Business Day following the announcement in which the paper
offeror is first identified. Relevant persons who deal in the "relevant
securities" of the offeree or of the 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 or of
the paper offeror must make a "Dealing Disclosure" if the person deals in any
"relevant securities" of the offeree or of the 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 the offeree and the 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 no later than
3.30 p.m. (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 an "interest" in "relevant securities" of
the offeree, they will be deemed to be a single person for the purpose of Rule
8.3 of the City Code.
"Opening Position Disclosures" must also be made by the offeree and by the paper
offeror and "Dealing Disclosures" must also be made by the offeree, by the paper
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4 of the City Code).
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.
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 of the City Code, you should
contact an independent financial adviser authorised under FSMA or consult the
Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone
number +44 (0)20 7638 0129.
Publication on Website
A copy of this announcement will be available free of charge for inspection on
the following website: www.shed-media.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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