TIDMTMW
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION
CASH OFFER BY MAYFAIR CAPITAL INVESTMENTS LIMITED FOR TIMEWEAVE
PLC
6 September 2012
Summary
-- The Board of Mayfair Capital Investments Limited ("Mayfair") announces
the terms of a cash offer to be made by Mayfair to acquire the
entire
issued and to be issued share capital of Timeweave plc
("Timeweave")
which is not already owned by Mayfair.
-- As at 5 September 2012 (being the last Business Day prior to the
commencement of the Offer Period) Mayfair holds an aggregate of
29.99
per cent. of the issued share capital of Timeweave.
-- The Offer is conditional upon, amongst other things, valid acceptances
being received in respect of Timeweave Shares which, together
with the
Timeweave Shares acquired or agreed to be acquired before or
during
the Offer, will result in Mayfair holding Timeweave Shares
carrying
more than 50 per cent. of the voting rights in Timeweave.
Details of
the further conditions and terms of the Offer are set out in
Appendix
1 to this announcement.
-- The Offer will be 22 pence in cash for each Timeweave Share, valuing
the existing issued ordinary share capital of Timeweave at
approximately GBP49.6 million and represents a premium of
approximately
16 per cent. to the three month volume weighted average share
price of
18.98 pence per Timeweave Share. The price of the Offer also
represents a premium of approximately 13 per cent. to the
closing
middle-market price of 19.50 pence per Timeweave Share on 5
September
2012 (being the last Business Day prior to the commencement of
the
Offer Period).
-- Mayfair has received an irrevocable undertaking in respect of
35,625,379 Timeweave Shares (representing, in aggregate, 15.80
per
cent. of Timeweave's issued ordinary share capital).
Accordingly
Mayfair has a total interest in 45.79 per cent. of Timeweave's
issued
share capital.
-- The Offer will extend to all Timeweave Shares which are not held by
Mayfair or any of its Associates and any further Timeweave
Shares
which are unconditionally allotted or issued and fully paid
(or
credited as fully paid) whilst the Offer remains open for
acceptance
(or by such earlier date as Mayfair may, subject to the City
Code,
decide).
Enquiries:Dickson Minto W.SDouglas Armstrong, 020 7628 4455
This summary should be read in conjunction with, and is subject
to, the full text of this announcement and its Appendices which set
out further details of the Offer.
Appendix 1 contains the conditions and certain further terms of
the Offer. Appendix 2 contains the sources and bases of information
used in the announcement. Appendix 3 contains the details of the
irrevocable undertaking received by Mayfair. Appendix 4 contains
definitions of certain terms used in this announcement.
IMPORTANT NOTICES
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer to
sell or otherwise dispose of or an invitation to purchase,
otherwise acquire or subscribe for any securities or the
solicitation of any vote or approval or an offer to buy or
subscribe for any securities pursuant to the Offer or otherwise.
The Offer will be made solely by means of the Offer Document and
the Form of Acceptance accompanying the Offer Document, which, when
issued, will contain the full terms and the conditions of the
Offer, including details of how the Offer may be accepted. The
Offer Document will be posted to those Timeweave Shareholders able
to receive it in due course. Those Timeweave Shareholders receiving
the Offer Document are strongly advised to read it in full, as it
will contain important information. Any acceptance or other
response to the Offer shall be made only on the basis of the
information in the Offer Document and the Form of Acceptance.
Dickson Minto W.S., which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Mayfair and for no one else in relation to the
Offer and will not be responsible to anyone other than Mayfair for
providing the protections afforded to clients of Dickson Minto
W.S., nor for giving advice in relation to the Offer or any other
matter or arrangement referred to in this announcement.
The Offer will be subject to the applicable rules and
regulations of the London Stock Exchange and the City Code.
Overseas shareholders
This announcement has been prepared in accordance with English
law and the City Code and information disclosed may not be the same
as that which would have been prepared in accordance with the laws
of jurisdictions outside England.
The laws of the relevant jurisdiction may affect the
availability of the Offer to persons who are not resident in the
United Kingdom. Persons who are not resident in the United Kingdom,
or who are subject to laws of any jurisdiction other than the
United Kingdom, should inform themselves about, and observe, any
applicable requirements. Any person (including nominees, trustees
and custodians) who would, or otherwise intends to, forward this
announcement, the Offer Document and/or the Form of Acceptance or
any accompanying or related document to any jurisdiction outside
the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action.
Unless otherwise determined by Mayfair and permitted by
applicable law and regulation the Offer will not be made, directly
or indirectly, in or into, or by use of the mails of, or by any
means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce
of, or by any facility of any securities exchange of, the United
States, Canada, Australia, or Japan or any other Restricted
Jurisdiction and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facility or from within the
United States, Canada, Australia, or Japan or any other Restricted
Jurisdiction. Accordingly, neither this announcement nor the Offer
Document is being, and must not be, directly or indirectly, mailed
or otherwise forwarded, transmitted, distributed or sent in, into
or from the United States, Canada, Australia, or Japan or any other
Restricted Jurisdiction. Doing so may render invalid any purported
acceptance of the Offer. All Timeweave Shareholders or other
persons (including nominees, trustees or custodians) who would or
otherwise intend to, or may have a contractual or legal obligation
to, forward this announcement or the Offer Document to any
jurisdiction outside the United Kingdom should refrain from doing
so and seek appropriate professional advice before taking any
action.
The Offer will be capable of acceptance only by persons outside
the United States, Canada, Australia, Japan or any other Restricted
Jurisdiction. Offering materials with respect to this Offer will
not be, and may not be, distributed in or sent to the United
States, Canada, Australia, Japan or any other Restricted
Jurisdiction and may not be used for the purpose of solicitation of
an offer to purchase or sell any securities in the United States,
Canada, Australia, Japan or any other Restricted Jurisdiction. Any
tenders received from persons resident in the United States,
Canada, Australia, Japan or any other Restricted Jurisdiction or
with United States, Canadian, Australian or Japanese mailing
addresses or from a mailing address in any other Restricted
Jurisdiction will be rejected.
The receipt of cash pursuant to the Offer by Timeweave
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other, tax laws.
Each Timeweave Shareholder is urged to consult its independent
professional adviser regarding the tax consequences of acceptance
of the Offer.
Notice to US investors
The Offer will be made for securities of a United Kingdom
company and Timeweave Shareholders in the United States should be
aware that this announcement, the Offer Document and any other
documents relating to the Offer have been or will be prepared in
accordance with the City Code and United Kingdom disclosure
requirements, format and style, all of which differ from those in
the United States. Timeweave's financial statements, and all
financial information that is included in this announcement or that
may be included in the Offer Document or any other documents
relating to the Offer, have been or will be prepared in accordance
with International Financial Reporting Standards and thus may not
be comparable to financial statements of United States companies or
companies whose financial statements are prepared in accordance
with US GAAP.
The Offer will be made in the United States pursuant to
applicable exemptions under the US tender offer rules and
securities laws and otherwise in accordance with the requirements
of the City Code, the Panel, the London Stock Exchange and the UK
Financial Services Authority. Accordingly, the Offer will be
subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under United States domestic tender offer procedures and
law. In the United States, the Offer will be made solely by Mayfair
and not by its financial adviser.
Timeweave is a company incorporated under the laws of England
and Wales. Mayfair is an international business company
incorporated under the laws of the Bahamas. Substantially all of
the assets of Timeweave and Mayfair are located outside the United
States. As a result, it may not be possible for Timeweave
Shareholders in the United States to effect service of process
within the United States upon Timeweave or Mayfair or their
respective officers or directors or to enforce against any of them
judgements of the United States predicated upon the civil liability
provisions of the federal securities laws of the United States. It
may not be possible to sue Timeweave or Mayfair or their respective
officers or directors in a non-US court for violations of the
United States securities laws. There is also substantial doubt as
to enforceability in the United Kingdom in original actions, or in
actions for the enforcement of judgements of United States courts,
based on the civil liability provisions of United States federal
securities laws.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire securities or
to exchange securities for other securities has been made, or will
be made, directly or indirectly, in or into, or by use of the
mails, any means or instrumentally of interstate or foreign
commerce or any facilities of a national securities exchange of,
the United States or any other country in which such offer may not
be made other than (i) in accordance with the tender offer
requirements under the US Securities Exchange Act, as amended, or
the securities laws of such other country, as the case may be, or
(ii) pursuant to an available exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved of the
Offer, or passed comment upon the adequacy or completeness of this
announcement or the Offer Document. Any representation to the
contrary is a criminal offence.
Cautionary statement regarding forward-looking statements
This announcement contains statements about Timeweave and
Mayfair 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. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or
similar expressions or the negative thereof are forward-looking
statements. Forward-looking statements include statements relating
to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies and the expansion and
growth of Timeweave's or Mayfair's operations; and (iii) the
effects of government regulation on Timeweave's or Mayfair's
business.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
or expected results, performance or achievements of any such
person, or industry results, to be materially different from any
results, performance or achievements expressed or implied by such
forward-looking statements. Due to such risks and uncertainties,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
Timeweave and Mayfair disclaim any obligation to update any
forward-looking or other statements contained herein, except as
required by the City Code, the AIM Rules or applicable law. 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. All subsequent oral or written forward-looking statements
attributable to Timeweave, Mayfair or any of their respective
members or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Nothing in this announcement is intended, or is to be construed,
as a profit forecast or to be interpreted to mean that earnings per
Timeweave Share for the current or future financial years will
necessarily match or exceed the historical published earnings per
Timeweave Share.
Dealing disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in 1% 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. (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 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% 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. (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 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.
Publication on website
A copy of this announcement and any other documents required to
be put on display in accordance with Rule 26.1 of the City Code or
published on a website in accordance with Rule 30.4 of the City
Code is and will be available free of charge, subject to certain
restrictions relating to persons resident outside the United
Kingdom, for inspection at www.mayfaircapitalinvestments.com by no
later than 12 noon (London time) on 7 September 2012.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION
CASH OFFER BY MAYFAIR CAPITAL INVESTMENTS LIMITED FOR TIMEWEAVE
PLC
1.Introduction
The Board of Mayfair announces the terms of a cash offer to be
made by Mayfair to acquire all of the issued and to be issued
Timeweave Shares which are not already owned or otherwise
contracted to be acquired by Mayfair or any of its Associates.
The Offer will be 22 pence in cash for each Timeweave Share,
valuing the existing issued ordinary share capital of Timeweave at
approximately GBP49.6 million.
Mayfair is a company incorporated in the Bahamas and is
ultimately owned as to 100 per cent. by the family interests of Mr
Joe Lewis.
2.The Offer
The Offer will be subject to, amongst other things, the receipt
of acceptances in respect of Timeweave Shares which, together with
the Timeweave Shares acquired or agreed to be acquired before or
during the Offer, will result in Mayfair (and any persons acting in
concert with it) holding Timeweave Shares carrying more than 50 per
cent. of the voting rights in Timeweave. Details of the further
conditions and terms of the Offer are set out below (and in
Appendix 1) and will be set out in the formal Offer Document and
the Form of Acceptance when issued. Subject to these conditions and
terms, the Offer will be made on the following basis:
for each Timeweave Share 22 pence in cash
The Offer will extend to all Timeweave Shares which are not held
by Mayfair or any of its Associates and any further Timeweave
Shares which are unconditionally allotted or issued and fully paid
(or credited as fully paid) whilst the Offer remains open for
acceptance (or by such earlier date as Mayfair may, subject to the
City Code, decide). The Offer values the existing issued ordinary
share capital of Timeweave at approximately GBP49.6 million and
represents a premium of approximately 16 per cent. to the three
month volume weighted average share price of 18.98 pence per
Timeweave Share and a premium of approximately 13 per cent. to the
closing middle-market price of 19.50 pence per Timeweave Share on 5
September 2012 (being the last Business Day prior to the
commencement of the Offer Period).
The Timeweave Shares will be acquired by Mayfair fully paid and
free from all liens, equities, charges, encumbrances, rights of
pre-emption and other interests of any nature whatsoever and
together with all rights now or hereafter attaching thereto,
including the right to receive and retain all dividends and other
distributions declared, made or paid after the date of this
announcement. The conditions and certain further terms of the Offer
are set out or referred to in Appendix 1.
3.Background to and reasons for the Offer
As noted below, Timeweave's principal assets comprise cash and
two 50 per cent. investments. Although the Board of Timeweave is
currently considering opportunities to invest Timeweave's cash,
Timeweave does not currently carry on a significant stand alone
trading business. Timeweave is also currently defending a legal
claim of up to GBP15.48 million in relation to a business
disposal.
Mayfair does not believe that Timeweave is suitable to be a
publicly traded company and is therefore offering shareholders the
opportunity to exit their current investment at a premium to the
recent market price. The average closing middle-market price of a
Timeweave Share over the three month period to 5 September 2012
(being the last Business Day prior to the commencement of the Offer
Period) was 18.98 pence and the average daily volume of Timeweave
Shares traded over this period was 326,000 Timeweave Shares.
4.Financing of the Offer
The Offer will be financed from Mayfair's existing cash
resources.
Dickson Minto W.S., the financial adviser to Mayfair, is
satisfied that sufficient financial resources are available to
Mayfair to satisfy the cash consideration payable to Timeweave
Shareholders in the event of full acceptance of the Offer.
5.Irrevocable undertaking
An irrevocable undertaking to accept the Offer or to procure
acceptance of the Offer has been received by Mayfair from Henderson
in respect of 35,625,379 Timeweave Shares, held by certain of their
investment management clients, representing 15.80 per cent. of the
existing issued ordinary share capital of Timeweave. The
irrevocable undertaking is binding in all respects and is subject
to the relevant offer documentation being sent to Timeweave
Shareholders within specified time periods and no other person
announcing a firm intention to make an offer (in accordance with
Rule 2.7 of the Code) to acquire Timeweave's issued ordinary share
capital at a price per ordinary share which is 24.2 pence or more
and above the price of the Offer as most recently revised. Further
details of the irrevocable undertaking received by Mayfair are set
out in Appendix 3 and a copy of the irrevocable undertaking will be
available on Mayfair's website www.mayfaircapitalinvestments.com
while the Offer remains open for acceptance.
6.Information on Timeweave
The Timeweave Group is a 50 per cent. shareholder in a joint
venture company, Amalgamated Racing Limited , which holds exclusive
licenses with 34 racecourses to broadcast pictures, audio and data
from these courses to licensed betting offices within the UK and
the Republic of Ireland. The Timeweave Group also holds a 49.9 per
cent. shareholding in DCD Media plc which is an AIM-listed
independent TV production, rights and distribution group.
Timeweave also wholly owns and operates SportingWins Limited, a
company which writes financial contracts ("hedging agreements") to
cover financial risks of corporate clients which are dependent on
the results of professional sports events.
Additionally, Timeweave holds cash and has embarked on an
investment programme to acquire and invest in opportunities across
targeted sectors.
Timeweave was incorporated in, and operates primarily in, the
United Kingdom. Timeweave was incorporated on 27 June 1969 andhas
its registered offices situated at Lacon House, 84 Theobalds Road,
London WC1X 8RW. Timeweave's ordinary shares are admitted to
trading on AIM.
7.Information on Mayfair
Mayfair was incorporated on 27 September 2005 in the Bahamas.
The registered office of Mayfair is Cay House, E.P. Taylor Drive,
PO Box N7776, Lyford Cay, New Providence, The Bahamas. Mayfair has
no publicly available financial information. The sole director of
Mayfair is Mr Jefferson R. Voss.
Mayfair is ultimately beneficially owned as to 100 per cent. by
the family interests of Mr Joe Lewis. Mr Joe Lewis is a British
citizen who has investments in businesses across a range of
sectors, including restaurants, sports and entertainment, life
sciences, energy, manufacturing and distribution, financial
services and real estate.
8.Disclosure of interests in Timeweave Shares
As at the date of this announcement, Mayfair owns 67,600,569
Timeweave Shares representing 29.99 per cent. of the issued share
capital of Timeweave. Mayfair has also received an irrevocable
undertaking to accept the Offer or to procure the acceptance of the
Offer in respect of 35,625,379 Timeweave Shares representing 15.80
per cent. of the issued share capital of Timeweave (further details
of this irrevocable undertaking are set out in paragraph 5 above).
Accordingly Mayfair has a total interest in 45.79 per cent. of
Timeweave's issued share capital.
Apart from such interests as at 5 September 2012 (being the last
practicable Business Day prior to the commencement of the Offer
Period) neither Mayfair nor, so far as Mayfair are aware, any
person acting in concert (within the meaning of the City Code) with
Mayfair for the purposes of the Offer, had an interest in or right
to subscribe for relevant securities of Timeweave or had borrowed
or lent any Timeweave Shares or securities convertible or
exchangeable into Timeweave Shares (including pursuant to any long
exposure, relevant securities of Timeweave whether conditional or
absolute to changes in the price of securities) or right to
subscribe for or purchase the same or holds any options (including
traded options) in respect of or has any right to acquire any
Timeweave Shares or derivatives referenced to Timeweave Shares
("Timeweave Securities"), nor does any such person have any short
position (whether conditional or absolute and whether in the money
or otherwise) including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery in relation to
Timeweave Securities.
Mayfair confirms that it is today making an Opening Position
Disclosure (as defined in the City Code) setting out the details
required to be disclosed by it under Rule 8.1(a) of the City
Code.
9.Compulsory acquisition, cancellation of trading and
re-registration
If Mayfair receives acceptances under the Offer in respect of,
and/or otherwise acquires, 90 per cent. or more in nominal value of
the Timeweave Shares to which the Offer relates (and 90 per cent.
or more of the voting rights carried by Timeweave Shares to which
the Offer relates) Mayfair shall have the right pursuant to the
provisions of Chapter 3 of Part 28 of the 2006 Act to acquire
compulsorily the remaining Timeweave Shares in respect of which the
Offer has not been accepted. Mayfair intends to exercise this
right.
Assuming the Offer becomes or is declared unconditional in all
respects and provided that Mayfair has acquired or agreed to
acquire 75 per cent. of the voting rights attached to the Timeweave
Shares, Mayfair intends to procure the making of an application by
Timeweave for the cancellation of admission to trading of Timeweave
Shares on AIM in accordance with the AIM Rules.
If such an application is made, it is anticipated that
cancellation of admission to trading on AIM will take effect no
earlier than 20 clear Business Days after Mayfair has acquired or
agreed to acquire 75 per cent. of the voting rights attaching to
the Timeweave Shares. The cancellation would significantly reduce
the liquidity and marketability of any Timeweave Shares not
assented to the Offer at that time.
It is also intended that, following such cancellation, Timeweave
will be re-registered as a private company under the relevant
provisions of the 2006 Act.
10.Display documents
A copy of the irrevocable undertaking referred to in paragraph 5
above will be available on Mayfair's website
www.mayfaircapitalinvestments.com by no later than 12 noon (London
time) on 7 September 2012.
11.General
The Offer will be made on the terms and subject to the
conditions set out herein and in Appendix 1 and to be set out in
the Offer Document and the Form of Acceptance.
The Offer Document and the Form of Acceptance will be despatched
to Timeweave Shareholders by Mayfair as soon as practicable and, in
any event (save with the consent of the Panel) by 3 October 2012.
Timeweave Shareholders are advised to read the Offer Document and
the Form of Acceptance (if they are permitted to receive them) when
distributed to them because they will contain important
information.
This announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities.
The Offer and the acceptances thereof will be governed by
English law and will be subject to the jurisdiction of the English
courts. The Offer will be subject to all applicable requirements of
the City Code, the Panel and the London Stock Exchange.
The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Such persons should inform themselves about and
observe any applicable requirements. Further details in relation to
overseas shareholders will be contained in the Offer Document.
In accordance with normal United Kingdom market practice and
subject to applicable regulatory requirements, Mayfair or its
nominees or its brokers (acting as agents) may from time to time
make certain purchases of, or arrangements to purchase, Timeweave
Shares outside the United States, other than pursuant to the Offer,
before or during the period in which the Offer remains open for
acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required
in the United Kingdom and under any other applicable requirement
(including any US securities laws which may be applicable).
In accordance with Rule 2.10 of the City Code, the current
issued share capital of Timeweave comprises 225,415,063 ordinary
shares of 25 pence each. The international securities
identification number for the Timeweave Shares is GB0000221894.
Details of the sources and bases of certain information set out
in this announcement are included in Appendix 2. Appendix 3
contains details of the irrevocable undertaking received by Mayfair
and Appendix 4 contains definitions of certain terms used in this
announcement.
Enquiries:Douglas Armstrong, 020 7628 4455Dickson Minto W.S.
IMPORTANT NOTICES
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer to
sell or otherwise dispose of or an invitation to purchase,
otherwise acquire or subscribe for any securities or the
solicitation of any vote or approval or an offer to buy or
subscribe for any securities pursuant to the Offer or otherwise.
The Offer will be made solely by means of the Offer Document and
the Form of Acceptance accompanying the Offer Document, which, when
issued, will contain the full terms and the conditions of the
Offer, including details of how the Offer may be accepted. The
Offer Document will be posted to those Timeweave Shareholders able
to receive it in due course. Those Timeweave Shareholders receiving
the Offer Document are strongly advised to read it in full, as it
will contain important information. Any acceptance or other
response to the Offer shall be made only on the basis of the
information in the Offer Document and the Form of Acceptance.
Dickson Minto W.S., which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Mayfair and for no one else in relation to the
Offer and will not be responsible to anyone other than Mayfair for
providing the protections afforded to clients of Dickson Minto
W.S., nor for giving advice in relation to the Offer or any other
matter or arrangement referred to in this announcement.
The Offer will be subject to the applicable rules and
regulations of the London Stock Exchange and the City Code.
Overseas shareholders
This announcement has been prepared in accordance with English
law and the City Code and information disclosed may not be the same
as that which would have been prepared in accordance with the laws
of jurisdictions outside England.
The laws of the relevant jurisdiction may affect the
availability of the Offer to persons who are not resident in the
United Kingdom. Persons who are not resident in the United Kingdom,
or who are subject to laws of any jurisdiction other than the
United Kingdom, should inform themselves about, and observe, any
applicable requirements. Any person (including nominees, trustees
and custodians) who would, or otherwise intends to, forward this
announcement, the Offer Document and/or the Form of Acceptance or
any accompanying or related document to any jurisdiction outside
the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action.
Unless otherwise determined by Mayfair and permitted by
applicable law and regulation, the Offer will not be made, directly
or indirectly, in or into, or by use of the mails of, or by any
means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce
of, or by any facility of any securities exchange of, the United
States, Canada, Australia, or Japan or any other Restricted
Jurisdiction and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facility or from within the
United States, Canada, Australia, or Japan or any other Restricted
Jurisdiction. Accordingly, neither this announcement nor the Offer
Document is being, and must not be, directly or indirectly, mailed
or otherwise forwarded, transmitted, distributed or sent in, into
or from the United States, Canada, Australia, or Japan or any other
Restricted Jurisdiction. Doing so may render invalid any purported
acceptance of the Offer. All Timeweave Shareholders or other
persons (including nominees, trustees or custodians) who would or
otherwise intend to, or may have a contractual or legal obligation
to, forward this announcement or the Offer Document to any
jurisdiction outside the United Kingdom should refrain from doing
so and seek appropriate professional advice before taking any
action.
The Offer will be capable of acceptance only by persons outside
the United States, Canada, Australia, Japan or any other Restricted
Jurisdiction. Offering materials with respect to this Offer will
not be, and may not be, distributed in or sent to the United
States, Canada, Australia, Japan or any other Restricted
Jurisdiction and may not be used for the purpose of solicitation of
an offer to purchase or sell any securities in the United States,
Canada, Australia, Japan or any other Restricted Jurisdiction. Any
tenders received from persons resident in the United States,
Canada, Australia, Japan or any other Restricted Jurisdiction or
with United States, Canadian, Australian or Japanese mailing
addresses or from a mailing address in any other Restricted
Jurisdiction will be rejected.
The receipt of cash pursuant to the Offer by Timeweave
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other, tax laws.
Each Timeweave Shareholder is urged to consult its independent
professional adviser regarding the tax consequences of acceptance
of the Offer.
Notice to US investors
The Offer will be made for securities of a United Kingdom
company and Timeweave Shareholders in the United States should be
aware that this announcement, the Offer Document and any other
documents relating to the Offer have been or will be prepared in
accordance with the City Code and United Kingdom disclosure
requirements, format and style, all of which differ from those in
the United States. Timeweave's financial statements, and all
financial information that is included in this announcement or that
may be included in the Offer Document or any other documents
relating to the Offer, have been or will be prepared in accordance
with International Financial Reporting Standards and thus may not
be comparable to financial statements of United States companies or
companies whose financial statements are prepared in accordance
with US GAAP.
The Offer will be made in the United States pursuant to
applicable exemptions under the US tender offer rules and
securities laws and otherwise in accordance with the requirements
of the City Code, the Panel, the London Stock Exchange and the UK
Financial Services Authority. Accordingly, the Offer will be
subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under United States domestic tender offer procedures and
law. In the United States, the Offer will be made solely by Mayfair
and not by its financial adviser.
Timeweave is a company incorporated under the laws of England
and Wales. Mayfair is an international business company
incorporated under the laws of the Bahamas. Substantially all of
the assets of Timeweave and Mayfair are located outside the United
States. As a result, it may not be possible for Timeweave
Shareholders in the United States to effect service of process
within the United States upon Timeweave or Mayfair or their
respective officers or directors or to enforce against any of them
judgements of the United States predicated upon the civil liability
provisions of the federal securities laws of the United States. It
may not be possible to sue Timeweave or Mayfair or their respective
officers or directors in a non-US court for violations of the
United States securities laws. There is also substantial doubt as
to enforceability in the United Kingdom in original actions, or in
actions for the enforcement of judgements of United States courts,
based on the civil liability provisions of United States federal
securities laws.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire securities or
to exchange securities for other securities has been made, or will
be made, directly or indirectly, in or into, or by use of the
mails, any means or instrumentally of interstate or foreign
commerce or any facilities of a national securities exchange of,
the United States or any other country in which such offer may not
be made other than (i) in accordance with the tender offer
requirements under the US Securities Exchange Act, as amended, or
the securities laws of such other country, as the case may be, or
(ii) pursuant to an available exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved of the
Offer, or passed comment upon the adequacy or completeness of this
announcement or the Offer Document. Any representation to the
contrary is a criminal offence.
Cautionary statement regarding forward-looking statements
This announcement contains statements about Timeweave and
Mayfair 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. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or
similar expressions or the negative thereof are forward-looking
statements. Forward-looking statements include statements relating
to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies and the expansion and
growth of Timeweave's or Mayfair's operations; and (iii) the
effects of government regulation on Timeweave's or Mayfair's
business.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
or expected results, performance or achievements of any such
person, or industry results, to be materially different from any
results, performance or achievements expressed or implied by such
forward-looking statements. Due to such risks and uncertainties,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
Timeweave and Mayfair disclaim any obligation to update any
forward-looking or other statements contained herein, except as
required by the City Code, the AIM Rules or applicable law. 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. All subsequent oral or written forward-looking statements
attributable to Timeweave, Mayfair or any of their respective
members or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Nothing in this announcement is intended, or is to be construed,
as a profit forecast or to be interpreted to mean that earnings per
Timeweave Share for the current or future financial years will
necessarily match or exceed the historical published earnings per
Timeweave Share.
Dealing disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in 1% 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. (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 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% 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. (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 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.
Publication on website
A copy of this announcement and any other documents required to
be put on display in accordance with Rule 26.1 of the City Code or
published on a website in accordance with Rule 30.4 of the City
Code is and will be available free of charge, subject to certain
restrictions relating to persons resident outside the United
Kingdom, for inspection at www.mayfaircapitalinvestments.com, by no
later than 12 noon (London time) on 7 September 2012.
APPENDIX 1
Conditions and certain further terms of the Offer
1.Conditions of the Offer
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 1.00 p.m. (London time) on the First
Closing Date of the Offer (or such later time(s) and/or date(s) as
Mayfair may, with the consent of the Panel or in accordance with
the City Code, decide) in respect of Timeweave Shares to which the
Offer relates which, when aggregated with any Timeweave Shares
which Mayfair shall have acquired or agreed to acquire, carry in
aggregate more than 50 per cent. of the voting rights then normally
exercisable at a general meeting of Timeweave. For the purposes of
this condition, shares which have been unconditionally allotted but
not issued before the Offer becomes or is declared unconditional as
to acceptances, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise shall be deemed to
carry the voting rights they will carry when they are issued. In
this condition:
(i) the expression "Timeweave Shares to which the Offer relates"
shall be construed in accordance with sections 974 to 991
(inclusive) of the 2006 Act; and
(ii) valid acceptances shall be treated as having been received
in respect of Timeweave Shares which are treated for the purposes
of section 979(8) of the 2006 Act as having been acquired or
contracted to be acquired by Mayfair by virtue of acceptances of
the Offer;
(b) all necessary filings or applications having been made in
connection with the Offer and all statutory or regulatory
obligations in any jurisdiction having been complied with in
connection with the Offer and all authorisations, orders,
recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals (each an "Authorisation")
deemed reasonably necessary or appropriate by Mayfair for or in
respect of the Offer having been obtained in terms and in a form
reasonably satisfactory to Mayfair from all appropriate third
parties and all such Authorisations and all material
authorisations, orders, recognitions, grants, licences,
confirmations, clearances, permissions and approvals necessary or
appropriate to carry on the business of any member of the Timeweave
Group which is material in the context of the Timeweave Group as a
whole or the ability of Mayfair to implement the Offer or which is
otherwise material in the context of the Offer and all such
Authorisations remaining in full force and effect at the time at
which the Offer becomes otherwise unconditional and there being no
notice in writing received by any member of the Timeweave Group or
Mayfair or intimation of any intention to revoke, suspend,
restrict, modify or not to renew any of the same;
(c) no government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental,
administrative, fiscal or investigative body, court, trade agency,
association, institution, central bank or any other body or person
whatsoever in any jurisdiction (each a "Third Party") having
decided to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference, or having
enacted, made or proposed any statute, regulation, decision, order
or change to published practice, or having taken any other steps
which would or might reasonably be expected to:
(i) require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture,
by any member of the Timeweave Group of all or any portion of their
respective businesses, assets or property or impose any limitation
on the ability of any of them to conduct its businesses (or any of
them) or to own any of their respective assets or properties or any
part thereof to an extent which is material in the context of the
Timeweave Group taken as a whole;
(ii) require, prevent or materially delay the divestiture by
Mayfair of any shares or other securities in Timeweave;
(iii) result in any member of the Timeweave Group ceasing to be
able to carry on business under any name under which it presently
carries on business to an extent which is material in the context
of the Timeweave Group taken as a whole or in the context of the
Offer;
(iv) impose any material limitation on, or result in a material
delay in, the ability of Mayfair directly or indirectly to acquire
or to hold or to exercise effectively any rights of ownership in
respect of shares or securities convertible into shares in
Timeweave or to exercise management control over any member of the
Timeweave Group;
(v) otherwise adversely affect the business, assets, value,
profits, prospects or operational performance of any member of the
Timeweave Group in a manner which is adverse to and material in the
context of the Timeweave Group taken as a whole or Mayfair;
(vi) make the Offer or the implementation of the Offer or the
acquisition by Mayfair of any shares or other securities in, or
control of Timeweave or any member of the Timeweave Group, void,
illegal, and/or unenforceable under the laws of any jurisdiction,
or otherwise, directly or indirectly, prohibit or materially
restrain, restrict, delay or otherwise interfere with the same, or
impose material additional conditions or obligations with respect
thereto, or otherwise materially challenge or interfere therewith;
or
(vii) impose any limitation on the liability of Mayfair or any
member of the Timeweave Group to conduct, integrate or co-ordinate
all or any part of their respective businesses with all or any part
of the business of Mayfair and/or the Timeweave Group to an extent
which is materially adverse to Mayfair and/or the Timeweave Group,
in either case, taken as a whole or in the context of the Offer,
and all applicable waiting and other time periods during which any
such Third Party could institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference or any other
step under the laws of any jurisdiction in respect of the Offer or
the acquisition or proposed acquisition of any Timeweave Shares
having expired, lapsed or been terminated;
(d) save as disclosed in the annual report and accounts of
Timeweave for the 52 week period ended 31 December 2011 or as
publicly announced to a Regulatory Information Service by or on
behalf of Timeweave prior to 5 September 2012, there being no
provision of any agreement, arrangement, licence, permit or other
instrument to which any member of the Timeweave Group is a party or
by or to which any such member or any of its assets may be bound,
entitled or subject, which in consequence of the Offer or the
proposed acquisition of any shares or other securities in Timeweave
or because of a change in the control or management of any member
of the Timeweave Group or otherwise, could or might reasonably be
expected to result in, in each case to an extent which is material
in the context of the Timeweave Group as a whole or which is
material to the obligations of Mayfair in connection with the
Offer:
(i) any moneys borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any member of the Timeweave
Group, being or becoming repayable or capable of being declared
repayable immediately or earlier than their or its stated maturity
date or repayment date or the ability of any member of the
Timeweave Group to borrow moneys or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being
withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of
any member of the Timeweave Group thereunder being terminated or
modified or affected or any obligation or liability arising or any
action being taken thereunder;
(iii) any assets or interests of any member of the Timeweave
Group being or falling to be disposed of or charged or any right
arising under which any such asset or interest could be required to
be disposed of or charged;
(iv) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property or assets of any such member;
(v) the rights, liabilities, obligations or interests of any
member of the Timeweave Group or Mayfair in, or the business of any
member or the Timeweave Group with, any person, firm or body (or
any arrangement or arrangements relating to any such interest or
business) being terminated, adversely modified or affected or any
onerous obligation or liability arising or any adverse action being
taken thereunder;
(vi) the business assets, financial or trading position,
prospects or operational performance of any member of the Timeweave
Group being prejudiced or adversely affected;
(vii) the creation or acceleration of any liability, actual or
contingent, by any member of the Timeweave Group;
(viii) any liability of any member of the Timeweave Group to
make any severance, termination, bonus or other payment to any of
its directors or other officers, and no event having occurred
which, under any provision of any agreement, arrangement, licence,
permit or other instrument to which any member of the Timeweave
Group is a party or by or to which any member of the Timeweave
Group or any of its assets may be bound, entitled or subject, could
or might reasonably be expected to result in any of the events or
circumstances as are referred to in sub-paragraphs (i) to (viii) of
this condition;
(e) save as disclosed in the annual report and accounts of
Timeweave for the 52 week period ended 31 December 2011 or as
publicly announced to a Regulatory Information Service by or on
behalf of Timeweave prior to 5 September 2012:
(i) no adverse change or deterioration having occurred in the
business, assets, value, financial or trading position, profits,
prospects or operational performance of any member of the Timeweave
Group which in any such case is material in the context of the
Timeweave Group taken as a whole or in the context of the
Offer;
(ii) no member of the Timeweave Group, nor any trustee of any
relevant pension scheme, having, since 31 December 2011, (I)
proposed, made or agreed to any significant change to: (a) the
terms of the trust deeds, rules, policies or other governing
documents constituting any pension scheme or other retirement or
death benefit arrangement established for the directors, former
directors, employees or former employees of any entity in the
Timeweave Group or their dependants (a "Relevant Pension Plan");
(b) the basis on which benefits accrue, pensions are payable or
persons are entitled to accrue or be paid benefits, under any
Relevant Pension Plan; (c) the basis on which the liabilities
(including pensions) of any Relevant Pension Plan are funded or
valued; (d) the manner in which the assets of any Relevant Pension
Plan are invested; or (e) the basis or rate of employer
contribution to any Relevant Pension Plan; or (II) entered into or
proposed to enter into one or more bulk annuity contracts in
relation to any Relevant Pension Plan; or (III) carried out any
act: (a) which would or could reasonably be expected to lead to the
commencement of the winding up of any Relevant Pension Plan; (b)
which would or might create a material debt owed by an employer to
any Relevant Pension Plan; (c) which would or might accelerate any
obligation on any employer to fund or pay additional contributions
to any Relevant Pension Plan; or (d) which would or might give rise
directly or indirectly to any liability in respect of any Relevant
Pension Plan arising out of the operation of sections 38 to 56
inclusive of the Pensions Act 2004 (as subsequently amended, and
including any regulations made pursuant thereto) in relation to
such plan;
(iii) no member of the Timeweave Group having, since 31 December
2011, proposed, made or agreed to any change to the trustees or
trustee directors or other fiduciary of any Relevant Pension
Plan;
(iv) no litigation, arbitration proceedings, prosecution or
other legal proceedings (other than the current legal claim of up
to GBP15.48 million which Timeweave is currently defending) to
which any member of the Timeweave Group is or may become a party
(whether as a plaintiff, defendant or otherwise) and no
investigation by any third party against or in respect of any
member of the Timeweave Group having been instituted, announced or
threatened by or against or remaining outstanding in respect of any
member of the Timeweave Group which, in any case, might be expected
to have a material adverse effect on the Timeweave Group taken as a
whole or in the context of the Offer;
(v) no contingent or other liability having arisen or become
known to Mayfair which would be likely materially and adversely to
affect any member of the Timeweave Group taken as a whole or in the
context of the Offer; and
(vi) no steps having been taken and no omissions having been
made which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Timeweave Group which is material in the context of the
Timeweave Group taken as a whole or in the context of the
Offer;
(f) save as disclosed in the annual report and accounts of
Timeweave for the 52 week period ended 31 December 2011 or as
publicly announced to a Regulatory Information Service by or on
behalf of Timeweave prior to 5 September 2012, Mayfair not having
discovered:
(i) that any financial, business or other information concerning
the Timeweave Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the
Timeweave Group is misleading, contains a misrepresentation of fact
or omits to state a fact necessary to make that information
accurate in all material respects, in each case in the context of
the Timeweave Group taken as a whole or in the context of the
Offer;
(ii) that any member of the Timeweave Group, or any partnership,
company or other entity in which any member of the Timeweave Group
has a significant economic interest is subject to any liability
(contingent or otherwise) which is material in the context of the
Timeweave Group taken as a whole or in the context of the Offer;
or
(iii) any information which affects the import of any
information disclosed at any time by or on behalf of any member of
the Timeweave Group and which is material in the context of the
Timeweave Group taken as a whole;
(g) no circumstances having arisen or event having occurred
following the date of this announcement in relation to any
intellectual property owned or used by any member of the Timeweave
Group which would have a material adverse effect on the Timeweave
Group taken as a whole or is otherwise material in the context of
the Offer, including:
(i) any member of the Timeweave Group losing its title to any
intellectual property material to its business, or any intellectual
property owned by the Timeweave Group and material to is business
being revoked, cancelled or declared invalid;
(ii) any claim being asserted in writing or threatened in
writing by any person challenging the ownership of any member of
the Timeweave Group to, or the validity or effectiveness of, any of
its intellectual property; or
(iii) any agreement regarding the use of any material
intellectual property licensed to any member of the Timeweave Group
being terminated or varied;
(h) except as disclosed in the annual report and accounts of
Timeweave for the 52 week period ended 31 December 2011 or as
publicly announced to a Regulatory Information Service by or on
behalf of Timeweave prior to 5 September 2012, no member of the
Timeweave Group having:
(i) save as between Timeweave and wholly-owned subsidiaries of
Timeweave issued, authorised or proposed the issue of additional
shares of any class;
(ii) save as between Timeweave and wholly-owned subsidiaries of
Timeweave, issued or agreed to issue, authorised or proposed the
issue of securities convertible into shares of any class or rights,
warrants or options to subscribe for, or acquire, any such shares
or convertible securities;
(iii) other than to another member of the Timeweave Group,
recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution
whether payable in cash or otherwise;
(iv) save for intra-Timeweave Group transactions, merged or
demerged with any body corporate or acquired or disposed of or
transferred, mortgaged or charged or created any security interest
over any assets or any right, title or interest in any asset
(including shares and trade investments) or authorised or proposed
or announced any intention to propose any merger, demerger,
acquisition or disposal, transfer, mortgage, charge or security
interest other than in the ordinary course of business;
(v) save for intra-Timeweave Group transactions, made or
authorised or proposed or announced an intention to propose any
change in its loan capital;
(vi) issued, authorised or proposed the issue of any debentures
or, save in the ordinary course of business and save for
intra-Timeweave Group transactions, incurred or increased any
indebtedness or become subject to any contingent liability, in each
case which is material in the context of the Timeweave Group, taken
as a whole or in the context of the Offer;
(vii) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect to the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital;
(viii) implemented, or authorised, proposed or announced its
intention to implement, any reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement otherwise than in
the ordinary course of business;
(ix) entered into or changed the terms of any contract with any
director or senior executive of the Timeweave Group;
(x) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise)
which is of a long term, onerous or unusual nature or magnitude or
which is or could be materially restrictive on the businesses of
the Timeweave Group or which involves or could involve an
obligation of such a nature or magnitude or which is other than in
the ordinary course of business and which is, in each case,
material in the context of the business of the Timeweave Group,
taken as a whole or in the context of the Offer or which is
reasonably likely to be materially restrictive on Mayfair's
business taken as a whole;
(xi) entered into any licence or other disposal of intellectual
property rights of any member of the Timeweave Group which are
material in the context of the Timeweave Group taken as a
whole;
(xii) (other than in respect of a member which is dormant and
was solvent at the relevant time) taken any corporate action or had
any legal proceedings started or threatened against it for its
winding-up, dissolution or reorganisation or for the appointment of
a receiver, administrative receiver, administrator, trustee or
similar officer of all or any of its assets or revenues or any
analogous proceedings in any jurisdiction or had any such person
appointed;
(xiii) waived or compromised any claim which is material in the
context of the Timeweave Group taken as a whole otherwise than in
the ordinary course of business or in the context of the Offer;
(xiv) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this condition;
(xv) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any person employed
by the Timeweave Group in a manner which is material to the
Timeweave Group taken as a whole;
(xvi) terminated or varied the terms of any agreement or
arrangement between any member of the Timeweave Group and any other
person in a manner which would or might be expected to have a
material adverse effect on the financial position of the Timeweave
Group taken as a whole; or
(xvii) taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the
approval of Timeweave Shareholders in general meeting in accordance
with, or as contemplated by, Rule 21.1 of the City Code.
For the purposes of these conditions the "Timeweave Group" means
Timeweave and its subsidiary undertakings, associated undertakings
and any other undertakings in which Timeweave and/or such
undertakings (aggregating their interests) have a significant
interest and for these purposes "subsidiary undertaking",
"associated undertaking" and "undertaking" have the meanings given
by the 2006 Act, and "significant interest" means a direct or
indirect interest in 10 per cent. or more of the equity share
capital (as defined in that 2006 Act).
2.Further terms of the Offer
(a) Mayfair reserves the right to waive the conditions in
paragraphs l(b) to 1(h) of this Appendix 1 in whole or in part, for
the purposes of the Offer. The condition in paragraph l(a) of this
Appendix 1 cannot be waived.
(b) The conditions in paragraphs 1(b) to 1(h) of this Appendix 1
must be fulfilled, or waived, by midnight on the 21st day after the
later of the First Closing Date of the Offer and the date on which
the condition in paragraph 1(a) of this Appendix 1 is fulfilled (or
in each such case such later date as Mayfair may, with the consent
of the Panel, decide). Mayfair shall be under no obligation to
waive or treat as satisfied any of the conditions in paragraphs
1(b) to 1(h) of this Appendix 1 by a date earlier than the latest
date specified above for the satisfaction thereof, notwithstanding
that the other conditions of the Offer may at such earlier date
have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such conditions may
not be capable of fulfilment.
(c) Except with the Panel's consent, Mayfair will not invoke any
of the conditions in paragraphs 1(b) to 1(h) of this Appendix 1 so
as to cause the Offer not to proceed, to lapse or to be withdrawn
unless the circumstances which give rise to the right to invoke the
relevant condition are of material significance to Mayfair in the
context of the Offer.
(d) If Mayfair is required by the Panel to make an offer for
Timeweave Shares under the provisions of Rule 9 of the City Code,
then Mayfair may make such alterations to any of the above
conditions as are necessary to comply with the provisions of that
Rule.
(e) Timeweave Shares acquired under the Offer will be acquired
fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them, including
voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid
on or after the date of this announcement. Accordingly, insofar as
a dividend and/or a distribution and/or a return of capital is
proposed, declared, made, paid or payable by Timeweave in respect
of a Timeweave Share after the date of this announcement, the price
payable under the Offer in respect of a Timeweave Share will be
reduced by the amount of the dividend and/or distribution and/or
return of capital except insofar as the Timeweave Share is or will
be transferred pursuant to the Offer on a basis which entitles
Mayfair alone to receive the dividend and/or distribution and/or
return of capital and to retain it. To the extent that a reduction
in the price payable pursuant to the Offer in respect of a
Timeweave Share is to apply in respect of a dividend and/or
distribution and/or return of capital but that reduction in price
has not been effected, the person to whom the price per Timeweave
Share under the Offer is paid in respect of that Timeweave Share
will be obliged to account to Mayfair for the amount of such
dividend or distribution.
(f) In the event that the board of Timeweave recommends the
Offer, Mayfair reserves the right, with the agreement of the board
of Timeweave and the Panel (if required), to elect to implement the
Offer by way of scheme(s) of arrangement pursuant to Part 26 of the
2006 Act (the "Scheme"). In such event, such offer will be
implemented on the same terms (subject to appropriate amendments as
may be required by law or regulation), so far as applicable, as
those that would apply to the Offer. In particular, the condition
in paragraph 1(a) of this Appendix 1 will not apply and the Scheme
will become effective and binding following:
(i) approval of the Scheme at the court meeting (or any
adjournment thereof) by a majority in number representing 75 per
cent. or more in value of Timeweave Shareholders present and voting
either in person or by proxy at the meeting;
(ii) the resolutions required to approve and implement the
Scheme being those set out in the notice of general meeting of the
Timeweave Shareholders being passed by the requisite majority at
such general meeting; and
(iii) the sanction of the Scheme and confirmation of any
associated reduction of capital by the Court (in each case with or
without modification, and any such modification to be on terms
reasonably acceptable to Timeweave and Mayfair) and an office copy
of the order of the Court sanctioning the Scheme and confirming the
cancellation of share capital which forms part of it being
delivered for registration to the Registrar of Companies in England
and Wales and being registered by him.
(g) The Offer will lapse and will not become effective if it is
referred to the Competition Commission or the European Commission
either initiates proceedings under Article 6(1)I EUMR or, following
a referral by the European Commission under Article 9.1 EUMR to a
competent authority in the United Kingdom, there is a subsequent
reference to the Competition Commission, in either case before 1.00
p.m. (London time) on the First Closing Date of the Offer or the
date on which the Offer becomes or is declared unconditional as to
acceptances, whichever is the later. If the Offer lapses, the Offer
will cease to be capable of further acceptances and Mayfair and
Timeweave Shareholders shall cease to be bound by prior
acceptances.
(h) If the Offer lapses it will cease to be capable of further
acceptance. Timeweave Shareholders who have accepted the Offer and
Mayfair shall then cease to be bound by acceptances delivered on or
before the date on which the Offer lapses.
(i) The Offer will be governed by English law and be subject to
the jurisdiction of the English courts, to the conditions set out
above and below and in the Offer Document and the Form of
Acceptance.
(j) The Offer will be on the terms and will be subject, inter
alia, to the conditions which are set out in this announcement and
those terms which will be set out in the Offer Document and Form of
Acceptance and such further terms as may be required to comply with
the rules and regulations of the City Code, the Panel and the
London Stock Exchange. The Offer and any acceptances thereunder
will be governed by English law.
(k) The availability of the Offer to persons 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.
(l) The Offer will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex,
telephone, internet or e-mail) of interstate or foreign commerce
of, or of any facility of a national securities exchange of, any
Restricted Jurisdiction and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within any Restricted Jurisdiction.
(m) If:
(i) Mayfair waives, in whole or in part, all or any of the
conditions in paragraph 1 of this Appendix 1, as set out in
paragraph 2(a) above; or
(ii) Mayfair is required by the Panel to make an offer for
Timeweave Shares under the provisions of Rule 9 of the City Code,
and Mayfair alters any of the above conditions as necessary to
comply with the provisions of that Rule, as set out in paragraph
2(d) above; or
(iii) the price payable under the Offer in respect of a
Timeweave Share is reduced by the amount of a dividend and/or a
distribution and/or a return of capital (where the Timeweave Share
is or will not be transferred pursuant to the Offer on a basis
which entitles Mayfair alone to receive the dividend and/or
distribution and/or return of capital and to retain it), as set out
in paragraph 2(e) above,
Mayfair may extend the Offer Period and take such further action
as required by the City Code or other applicable law.
APPENDIX 2
Sources and bases of information
1. The value attributed to the existing issued ordinary share
capital and other statements made by reference to the existing
issued share capital of Timeweave are based upon 225,415,063
Timeweave Shares in issue on 5 September 2012, based on public
information filed at Companies House in the United Kingdom at that
date. Unless otherwise stated, all prices quoted for Timeweave
Shares have been derived from the Daily Official List of the London
Stock Exchange and represent closing middle-market prices on the
relevant date.
2. The value attributed to the existing issued ordinary share
capital and other statements made by reference to the existing
issued share capital of Timeweave are based upon 225,415,063
Timeweave Shares in issue on 5 September 2012, based on public
information filed at Companies House in the United Kingdom at that
date. Unless otherwise stated, all prices quoted for Timeweave
Shares have been derived from the Daily Official List of the London
Stock Exchange and represent closing middle-market prices on the
relevant date.
APPENDIX 3
Details of the irrevocable undertaking to accept the Offer
Henderson has provided an irrevocable undertaking to Mayfair
pursuant to which it has irrevocably undertaken, in its capacity as
the discretionary investment manager of the beneficial owners of
the Timeweave Shares whose names are set out below, to accept the
Offer or to procure acceptance of the Offer in respect of a total
of 35,625,379 issued Timeweave Shares representing in aggregate
15.80 per cent. of the existing issued ordinary share capital of
Timeweave.
Name Number of TimeweaveShares Percentage
of issuedordinary
share capital
Henderson UK 4,777,334 2.12
andIrish
SmallerCompanies
Fund
Strathclyde Pension 8,127,137 3.60
Fund
The Alphagen 22,720,908 10.08
VolantisFund
Ltd
Total 35,625,379 15.80
The irrevocable undertaking will lapse: (i) if the relevant
offer documentation is not sent to Timeweave Shareholders within
specified time periods; and (ii) in the event that another person
announces a firm intention to make an offer (in accordance with
Rule 2.7 of the Code) to acquire Timeweave's issued ordinary share
capital at a price per ordinary share which is 24.2 pence or more
and above the price of the Offer as most recently revised.
APPENDIX 4
Definitions
2006 Act the Companies Act 2006
AIM the Alternative Investment Market
of the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the
London Stock Exchange from time to time
Associate shall be construed as "associates" is construed
in sections 974 to 991 of the 2006 Act
Australia the Commonwealth of Australia, its states,
territories and possessions
Business Day a day on which the London Stock Exchange
is open for the transaction of business
Canada Canada, its provinces and territories and
all areas subject to its jurisdiction
City Code the City Code on Takeovers and Mergers
Dealing Disclosure a dealing disclosure made in accordance
with Rule 8 of the City Code
First Closing Date the 21st calendar day following
the day of publication
of the Offer Document or the following Business Day
Form of Acceptance the form of acceptance and authority relating to
the Offer which will, in the case of Timeweave
Shareholders who hold their Timeweave Shares in
certificated form, accompany the Offer Document
Henderson Henderson Global Investors Limited and Henderson
Alternative Investment Advisor Limited
Japan Japan, its cities and prefectures,
territories and possessions
London Stock Exchange London Stock Exchange plc
Mayfair Mayfair Capital Investments Limited, a
company incorporated in the Bahamas
Offer the cash offer to be made by Mayfair to acquire the
entire issued and to be issued share capital
of Timeweave not already owned
or otherwise contracted
to be acquired by Mayfair or any of its
Associates, on the terms and
subject to the conditions
to be set out in the Offer Document and,
where the context admits, any subsequent revision,
variation, extension or renewal thereof
Offer Document the document proposed to be sent
to holders of Timeweave Shares
containing, amongst other things,
the terms and conditions
of the Offer and, where appropriate,
any other document(s)
containing the terms and conditions of the Offer
Offer Period the period commencing (and including the date of
this announcement) and ending on whichever
of the following dates shall be the latest:
(i) 1.00 p.m. (London time) on the
First Closing Date of the Offer; (ii) the
date on which the Offer lapses; and (iii)
the date on which the Offer becomes or is declared
unconditional as to acceptances
Open Position Disclosure an opening position disclosure made in accordance
with Rule 8 of the City Code
Panel The Panel on Takeovers and Mergers
Restricted Jurisdiction any jurisdiction where local law or
regulations may result in risk
of civil, regulatory or criminal
exposure or prosecution
if information concerning the Offer
is sent or made available
to any Timeweave Shareholders in that jurisdiction
Timeweave Timeweave plc, a public company registered in England
and Wales under the registered number 00957155
Timeweave Group Timeweave, its subsidiaries and subsidiary
undertakings, as defined in the 2006 Act
Timeweave Shareholders holders of Timeweave Shares
Timeweave Shares ordinary shares of 25 pence each
in the capital of Timeweave
United Kingdom or UK the United Kingdom of Great Britain
and Northern Ireland
United States or US the United States of America, its territories and
possessions, any state of the United States
of America and the District of Columbia and
all other areas subject to its jurisdiction
US GAAP the Generally Accepted Accounting
Principles in the United States
GBP UK pounds sterling (and references to "pence"
shall be construed accordingly)
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