TIDMTMW
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, 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 ("MAYFAIR")
FOR
TIMEWEAVE PLC ("TIMEWEAVE")
(formerly Alphameric plc)
OFFER UPDATE AND DELISTING
15 October 2012
Level of acceptances
On 1 October 2012 Mayfair announced that its Offer for the
entire issued share capital of Timeweave had become wholly
unconditional.
Mayfair announces that it has now received valid acceptances of
the Offer in respect of 117,470,527 Timeweave Shares (representing
approximately 52 per cent. of the existing issued share capital of
Timeweave).
This includes acceptances received in respect of 35,625,379
Timeweave Shares which were the subject of an irrevocable
undertaking to accept the Offer from Henderson.
In addition Mayfair also owns 67,600,569 Timeweave Shares
(representing 29.99 per cent. of the existing issued share capital
of Timeweave).
Accordingly, Mayfair either owns or has received valid
acceptances of the Offer in respect of a total of 185,071,096
Timeweave Shares (representing approximately82 per cent. of the
existing issued share capital of Timeweave).
Cancellation of trading and re-registration
As Mayfair is now interested in more than 75 per cent. of the
issued share capital of Timeweave, it is Mayfair's intention to
procure the making of an application by Timeweave to the London
Stock Exchange for the cancellation of trading Timeweave's Shares
on AIM. If the London Stock Exchange agree to the cancellation of
trading of Timeweave's Shares on AIM, Mayfair intends that the
Offer will be extended to include the last day of trading of
Timeweave's Shares on AIM. The cancellation of trading of Timeweave
Shares will significantly reduce the liquidity and marketability of
any Timeweave Shares not acquired by Mayfair.
Timeweave Shareholders who have not yet accepted the Offer are
therefore urged to accept the Offer as soon as possible. Settlement
of the consideration due in respect of the Offer will be effected
within 14 calendar days of the receipt of valid and complete
acceptances.
Compulsory acquisition
Mayfair intends, in the event that it receives acceptances of
the offer in respect of, or otherwise acquires, 90 per cent. or
more of the Timeweave Shares to which the Offer relates, to
exercise its rights pursuant to the relevant provisions of the
Companies Act 2006 to acquire compulsorily any remaining Timeweave
Shares on the same terms as the Offer.
Capitalised terms used but not defined in this announcement
shall have the meanings given to them in the Offer Document, unless
stated otherwise.
Enquiries:
Douglas Armstrong, Dickson Minto W.S.
Tel: +44 (0) 20 7628 4455
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 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 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 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
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 is being 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 may 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.
Mayfair's interest in Timeweave Shares
Save as set out above, on 12 October 2012 (being the latest
practicable date prior to the publication of this announcement),
neither Mayfair, nor any person acting in concert with Mayfair, is
interested in, has any rights to subscribe for any relevant
securities of Timeweave 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 or
any arrangement in relation to any relevant securities of
Timeweave.For these purposes, "arrangement" includes any agreement
to sell or any delivery obligation or right to require another
person to purchase or take delivery of any relevant securities of
Timeweave and any borrowing or lending of any relevant securities
of Timeweave which have not been on-lent or sold and any
outstanding irrevocable commitment or letter of intent with respect
to any relevant securities of Timeweave.
The percentages of Timeweave Shares referred to in this
announcement are based upon a figure of 225,415,063 Timeweave
Shares in issue on 12 October 2012.
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 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 16 October 2012, in accordance with Rule 30.4 of the City
Code.
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