TIDMTMW
RNS Number : 7740N
Timeweave plc
03 October 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
3 October 2012
Change of recommendation by the independent directors of
Timeweave plc ("Timeweave" or the "Company") (formerly known as
Alphameric plc)
to the offer by
Mayfair Capital Investments Limited ("Mayfair")
for the entire issued and to be issued share capital of
Timeweave
Recommendation of Mayfair Offer
Graham Parr and David Craven, being the independent directors of
Timeweave (the "Independent Directors") note the announcement by
Mayfair on 1 October 2012, which confirmed that:
(i) its offer for the entire issued and to be issued share
capital of Timeweave at 22 pence per share in cash (the "Offer")
has received valid acceptances in respect of 68,642,967 Timeweave
shares (representing approximately 30.45 per cent. of the existing
issued share capital of Timeweave);
(ii) it therefore either owns or has received valid acceptances
of the Offer in respect of 136,243,536 Timeweave shares
(representing approximately 60.44 per cent. of the existing issued
share capital of Timeweave);
(iii) its Offer is wholly unconditional in all respects; and
(iv) its Offer will remain open for acceptance until 1 p.m.
(London time) on 16 October 2012 (the "Closing Date").
The Independent Directors further note Mayfair's stated
intention that Timeweave convene a general meeting of shareholders
to seek approval for the cancellation of trading of Timeweave
shares on AIM (which would require the approval of 75 per cent. of
the votes cast at the general meeting). Consequently, as a result
of the level of valid acceptances that Mayfair has received to
date, the Independent Directors believe that:
(i) there is a significantly increased likelihood that the
Company's shares will be cancelled from trading on AIM following
the Closing Date, with such cancellation significantly reducing the
liquidity and marketability of any Timeweave shares not assented to
the Offer; and
(ii) the value of any such Timeweave shares will be
significantly adversely affected as a consequence of such
cancellation of trading on AIM.
The Independent Directors stated in the circular to shareholders
dated 19 September 2012 that they believe that the Offer fails to
reflect fully the value of Timeweave, its prospects and its
strengths. Whilst the Independent Directors remain of this view,
given the level of valid acceptances of the Offer received by
Mayfair, and the potential implications for shareholders of the
Company's shares being cancelled from training on AIM, the
Independent Directors have now changed their recommendation.
The Independent Directors therefore recommend that shareholders
accept the Offer before 1 p.m. (London time) on 16 October 2012.
The Independent Directors have been advised by Investec, who in
providing their advice have taken into account the Independent
Directors' commercial assessments.
Enquiries:
Timeweave Tel: +44 (0)7713 069
651
Graham Parr, Non-Executive Director
David Craven, Chief Executive Officer
Investec (financial adviser, NOMAD and Tel: +44 (0)20 7597
broker to Timeweave) 4000
Andrew Pinder
Junya Iwamoto
Forward-Looking Statements
This document contains statements that are or may be
forward-looking with respect to the financial condition, results of
operations and businesses and achievements of Timeweave. These
statements can be identified by the use of forward-looking
terminology such as "believe", "anticipate", "expects", "prospect",
"estimated", "should", "may" or the negative thereof, or other
variations thereof, or comparable terminology indicating
expectations or beliefs concerning future events. These
forward-looking statements include risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors which could or may
cause actual results, achievements or developments to differ
materially from those expressed or implied by such forward-looking
statements. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
document. The Company assumes no obligation to update or correct
the information contained in this document, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
Dealing disclosure requirements of the Takeover Code (the
"Code")
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror other
than an offeror in respect of which it has been announced that its
offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (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).
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be published on the Company's website at
www.timeweave.com by no later than 12 noon on 4 October 2012.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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