RE: Parseq PSQ22 Oct 2011 10:21
[PSQ]
RECOMMENDED CASH OFFER for PARSEQ PLC by CNH BIDCO LIMITED
The Joint Offerors are Rami Cassis, the Cassis Trustees, Dover Street and Nova Capital GP Investments V LP.
The Independent Directors are Richard Last, Phillip Blundell, Clive Richards and Simon Rubin.
Summary
· The Offer will be made at a price of 9 pence in cash for each Parseq Share to which the Offer relates. The Offer will not be made in respect of the 155,356,253 Parseq Shares held by Rami Cassis and the Cassis Trustees, representing, as at the date of this announcement, approximately 35.53 per cent of the issued ordinary share capital of Parseq.
· The Offer will be conditional, inter alia, on acceptances being received which, taken together with Parseq Shares acquired or agreed to be acquired by Bidco (including the RC Shares), will result in Bidco holding more than 50% of the voting rights in Parseq.
· Subject to the Offer being declared unconditional in all respects and Bidco receiving acceptances under the Offer in respect of, and/or otherwise acquires or contracts to acquire, 75 per cent. or more in the nominal value of all the Parseq Shares and of the voting rights carried by those Parseq Shares in issue, Bidco intends to apply to the London Stock Exchange for the cancellation of trading in the Parseq Shares on AIM and to re-register Parseq as a private limited company. Subject to receiving acceptances or otherwise acquiring or contracting to acquire 90 per cent. or more in nominal value of all the Parseq Shares to which the Offer relates and of the voting rights of those Parseq Shares, Bidco intends to exercise its rights to acquire compulsorily the remaining Parseq Shares on the same terms as the Offer.
· The Offer values the entire issued ordinary share capital of Parseq at approximately £33.81 million on the basis of the offer price of 9 pence per Pluto Share and the proposed price of 5.43 pence per RC Share.