Last checked at 26 Jun 2009 08:00
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
26 JUNE 2009
RECOMMENDED OFFER BY
ADVFN PLC
FOR THE ENTIRE ISSUED AND TO BE ISSUED ORDINARY SHARE CAPITAL OF
ALL IPO PLC
SUMMARY
The ADVFN Independent Directors and the ALL IPO Independent Directors are pleased to announce today that they have agreed the terms of a recommended offer to be made by ADVFN for the entire issued and to be issued ordinary share capital of ALL IPO, other than the shares already owned by it.
The Offer is being made on the basis of 9 New ADVFN Shares for every 20 ALL IPO Shares held.
On the basis of the Closing Price of 2.925 pence per ADVFN Share on 24 June 2009, the Offer values the existing ordinary share capital of ALL IPO at approximately £0.40 million and each ALL IPO Share at 1.316 pence per share. This represents a premium of approximately 163 per cent. to the Closing Price of 0.50 pence per ALL IPO Share on 7 May 2009, being the last business day prior to the commencement of the Offer Period.
Alternatively ALL IPO Shareholders may elect to receive a Cash Alternative of 1p per ALL IPO Share. The Cash Alternative is to be financed out of the existing cash resources of ADVFN. Keith Bayley Rogers, in its capacity as financial adviser to ADVFN, is satisfied that sufficient financial resources are available to ADVFN to satisfy in full the consideration payable as a result of full election to the Cash Alternative.
ADVFN is admitted to trading on AIM and operates global stocks and shares information and other websites. ADVFN is already the major shareholder in ALL IPO with a holding of 11,250,000 ALL IPO Shares, representing approximately 37.1% of the existing issued share capital of ALL IPO. The ALL IPO Directors who are also on the Board of ADVFN have not participated in the consideration of the Offer from the ALL IPO perspective and all matters relating to the Offer have been considered by the ALL IPO Independent Directors only.
The ALL IPO Independent Directors, who have been so advised by Beaumont Cornish, in its capacity as Rule 3 advisers to ALL IPO, consider the terms of the Offer to be fair and reasonable and recommend the ALL IPO Shareholders to accept the Offer. In providing its advice to the ALL IPO Independent Directors, Beaumont Cornish has taken into account the commercial assessments of the ALL IPO Independent Directors.
In addition to ADVFN's holding in ALL IPO of 11,250,000 ALL IPO Shares representing approximately 37.1% of the existing issued ordinary share capital of ALL IPO, parties acting in concert with ADVFN (being the ADVFN Directors and On-line PLC, the largest shareholder in ADVFN) hold 5,912,802 ALL IPO Shares being approximately 19.5 % of the existing share capital of ALL IPO. Accordingly the Concert Party, including ADVFN, has an aggregate holding of 17,162,802 ALL IPO Shares, representing approximately 56.6% of the existing share capital of ALL IPO.
ADVFN has received letters of intent to accept the Offer in respect of 5,941,922 ALL IPO Shares, representing 19.58% of the existing share capital of ALL IPO. The letters of intent are not legally binding but give a strong indication that the providers will accept the Offer, and not the Cash Alternative, prior to the First Closing Date. The letters of intent have been provided by the ALL IPO Directors and members of the Concert Party.
Accordingly, together with the 11,250,000 ALL IPO Shares already owned by it, ADVFN owns or has received letters of intent to accept the Offer in respect, in aggregate, of a total of 17,191,922 ALL IPO Shares, representing approximately 56.65 per cent. of the existing issued ordinary share capital of ALL IPO.
Keith Bayley Rogers is acting as financial adviser to ADVFN and Beaumont Cornish is acting as financial adviser to ALL IPO
The Offer Document and Form of Acceptance will be posted to ALL IPO Shareholders today. The Offer is not being made, directly or indirectly, in or into a Restricted Jurisdiction.
Copies of the Offer Document and the Form of Acceptance will be available from the offices of ADVFN and ALL IPO at 3rd Floor, 26 Throgmorton Street, London EC2N 2AN and on the websites of ADVFN and ALL IPO at www.advfn.com and www.allipo.com
This summary should be read in conjunction with, and subject to the full text of, this announcement and its appendices. The Offer is subject to the Conditions set out in Appendix I to this announcement and to further terms set out in the Offer Document. Appendix II to this announcement sets out the sources and bases from which the financial calculations set out in this announcement have been derived. Appendix III contains definitions of certain terms used in this summary and in this announcement.
For further information please contact:
ADVFN PLC
Clem Chambers (Chief Executive)
Michael Hodges (Chairman)
020 7070 0909
Francesca De Franco (PR)
07941 253135
ALL IPO PLC
Robert Clinton (Independent Director)
020 7070 0996
Keith Bayley Rogers & Co Ltd (Financial Adviser to ADVFN)
Hugh Oram
020 3100 8300
Beaumont Cornish Limited (Financial Adviser to ALL IPO)
Roland Cornish
020 7628 3396
This announcement is not intended to be and does not constitute, or form part of, any offer to sell or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities nor shall there be any sale, issue or transfer of the securities referred to in this announcement. The Offer will be made solely through the Offer Document, which will contain full terms and conditions of the Offer.
The ADVFN Directors accept responsibility for the information contained in this announcement other than information for which responsibility is taken below. To the best of the knowledge and belief of the ADVFN Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The ALL IPO Directors accept responsibility for all information contained in this announcement relating to ALL IPO, the ALL IPO Directors and members of their immediate families, related trusts and connected persons other than the information for which responsibility is taken by the ALL IPO Independent Directors. To the best of the knowledge and belief of the ALL IPO Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
The ADVFN Independent Directors accept responsibility for their recommendation of the Offer and their associated opinions contained in this announcement. To the best of the knowledge and belief of the ADVFN Independent Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The ALL IPO Independent Directors accept responsibility for their consideration of the Offer and their associated opinions contained in this announcement, for which the ALL IPO Independent Directors alone accept responsibility.
Keith Bayley Rogers, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for ADVFN and for no one else in connection with the Offer, and will not be responsible to anyone other than ADVFN for providing the protections afforded to customers of Keith Bayley Rogers nor for providing advice in relation to the Offer or any matter referred to in this document.
Beaumont Cornish, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for ALL IPO (for the purposes of Rule 3 of the City Code on Takeovers and Mergers) and for no-one else in connection with the Offer and will not be responsible to anyone other than ALL IPO for providing the protections afforded to clients of Beaumont Cornish nor for providing advice in relation to the Offer or any matter referred to in this document.
This announcement has been prepared for the purpose of complying with English Law and the Takeover Code, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer Document and/or any other related document to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements before taking action
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of ALL IPO or ADVFN, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offers become, or are declared, unconditional as to acceptances, lapse or are otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of ALL IPO or ADVFN, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of ALL IPO or of ADVFN by ADVFN or by ALL IPO or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise for the purposes of Rule 8, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities. A person who only has a short position in securities will not be treated as interested in those securities. In particular, a person will be treated as having an interest in securities if: (i) he owns them; (ii) he has the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to them or has general control of them; (iii) by virtue of any agreement to purchase, option or derivative, he has the right or option to acquire them or call for their delivery or is under an obligation to take delivery of them, whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or (iv) he is party to any derivative whose value is determined by reference to its price and which results, or may result, in his having a long position in it.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website.
If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
OVERSEAS TERRITORIES
The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Persons who are not resident in the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. If you are in any doubt about your position, you should consult your legal adviser in the relevant territory without delay.
The Offer is not being made, directly or indirectly, in or into the United States, Canada, Australia, Japan or the Republic of South Africa. Accordingly, copies of this announcement and any related documents are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving this announcement and/or any related document (including, without limitation, nominees, trustees and custodians) must not mail or otherwise forward, distribute or send it in or into or from a Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
26 JUNE 2009
RECOMMENDED OFFER BY ADVFN PLC
FOR THE ENTIRE ISSUED AND TO BE ISSUED ORDINARY SHARE CAPITAL OF
ALL IPO PLC
1. Introduction
The ADVFN Independent Directors and ALL IPO Independent Directors are pleased to announce that they have reached agreement on the terms of a recommended offer to be made by ADVFN to acquire the entire issued and to be issued ordinary share capital of ALL IPO not already owned by it. The Offer is by way of an all share offer with a Cash Alternative.
The Offer values the existing issued ordinary share capital of ALL IPO at approximately £0.40 million at today's date.
2. Terms of the Offer
ADVFN is offering to acquire, on the terms and subject to the conditions set out in the Offer Document and in other related documentation, the entire issued and to be issued ordinary share capital of ALL IPO, on the following basis:
9 New ADVFN Shares for every 20 ALL IPO Shares
and so in proportion for any greater number of ALL IPO Shares held. Fractions of New ADVFN Shares will not be issued to Accepting ALL IPO Shareholders. Accepting ALL IPO Shareholders will be issued with a whole number of New ADVFN Shares, with any fractional entitlements rounded down to the nearest whole New ADVFN Share.
The Offer will initially remain open until 1.00 p.m. on 17 July 2009. If the Offer is not then unconditional as to acceptances, ADVFN may extend it to a later date (in which case all references in this announcement to 17 July 2009 shall be deemed to refer to the expiry date of the Offer as so extended).
On the basis of the Closing Price of 2.925 pence per ADVFN Share on 24 June 2009, the last business day prior to this announcement, the Offer valued the existing ordinary share capital of ALL IPO at approximately £0.40 million and each ALL IPO Share at 1.316 pence per share. This represents a premium of approximately 163 per cent. to the closing price of 0.50 pence per ALL IPO Share on 7 May 2009, being the last business day prior to the commencement of the Offer Period.
The New ADVFN Shares to be issued pursuant to the Offer will represent approximately 1.38 per cent. of the Enlarged Issued Share Capital, assuming full acceptance of the Offer and that there are no elections to the Cash Alternative, and that none of the ALL IPO Share Options are exercised during the Offer Period. The New ADVFN Shares will be allotted and issued credited as fully paid and will, on issue, rank pari passu in all respects with the ADVFN Shares in issue at the time that the New ADVFN Shares are so allotted and issued, including the right to receive and retain all dividends, interest, capital, redemption and other distributions declared, made or paid after their issue in respect of the ordinary share capital of ADVFN.
The Offer shall be conditional on, inter alia, valid acceptances being received in respect of not less than 90 per cent. (or such lower percentage as ADVFN may subject to the Code decide) of the ALL IPO Shares to which the Offer relates.
Application will be made to London Stock Exchange plc for the New ADVFN Shares to be admitted to trading on AIM when the Offer becomes or is declared unconditional in all respects.
ADVFN is not making an offer for the ALL IPO Deferred Shares.
3. Cash Alternative
As an alternative to the basic entitlement under the Offer ALL IPO Shareholders may elect to receive a Cash Alternative in respect of their holding of ALL IPO Shares. The Cash Alternative is being made on the following basis:
1p in cash for each ALL IPO Share
and so in proportion for any greater number of ALL IPO Shares held.
In accordance with the provisions of the Code, the Cash Alternative is being made at the highest price paid by a member of the Concert Party for ALL IPO Shares in the 12 months preceding the start of the Offer Period and represents a premium of approximately 100 per cent. to the Closing Price of 0.50 pence per ALL IPO Share on 7 May 2009 being the last business day prior to the commencement of the Offer Period.
Election for the Cash Alternative by all ALL IPO Shareholders who have not given letters of intent to accept the Offer, and not the Cash Alternative, (details of which are set out in paragraph 9 below), assuming that none of the outstanding ALL IPO Share Options are exercised (on the basis that the exercise price is materially in excess of the Cash Alternative), will result in the payment of approximately £131,539 in cash. This is to be financed out of the existing cash resources of ADVFN. Keith Bayley Rogers, in its capacity as financial adviser to ADVFN, is satisfied that sufficient financial resources are available to ADVFN to satisfy the consideration payable as a result of full election to the Cash Alternative.
The Cash Alternative will initially remain open until 1.00 p.m. on 17 July 2009 (i.e. the First Closing Date). If the Offer has not become or been declared unconditional as to acceptances by such date (or any subsequent closing date), ADVFN may, in its absolute discretion, elect either to extend the Offer and the Cash Alternative to a later date (in which case all references in this document and the Form of Acceptance to 17 July 2009 shall be deemed to refer to the expiry date of the Offer and the Cash Alternative as so extended) or, alternatively close the Cash Alternative even if the Offer remains open at such time.
If the Offer has become or has been declared unconditional as to acceptances on the First Closing Date (or any subsequent closing date), the Cash Alternative must, in accordance with the Code, remain open for a further 14 days, but may be closed without notice thereafter.
4. Recommendation
The ALL IPO Independent Directors, who have been so advised by Beaumont Cornish, in its capacity as Rule 3 advisers to ALL IPO, consider the terms of the Offer to be fair and reasonable. In providing its advice to the ALL IPO Independent Directors, Beaumont Cornish has taken into account the commercial assessments of the ALL IPO Independent Directors.
Accordingly, the ALL IPO Independent Directors unanimously recommend that ALL IPO Shareholders accept the Offer, as they intend to do or procure in respect of their entire holdings of, in aggregate, 29,120 ALL IPO Shares, representing approximately 0.1 per cent. of the existing issued ordinary share capital of ALL IPO.
5. The ALL IPO business and the relationship with ADVFN
The current business and structure of ALL IPO was created in late 2004 through the acquisition by Akaei plc of ALL IPO Limited, the change of name of Akaei plc to ALL IPO PLC and the raising of £1.5 million before expenses in conjunction with the admission of the enlarged group to trading on AIM. As part of the transaction it was deemed that certain parties, owning approximately 72.5% of the share capital of ALL IPO after the various elements of the transaction were completed, were acting in concert for the purposes of the Code. Accordingly approval in general meeting by shareholders unconnected with ADVFN and those acting in concert with ADVFN was required to waive the requirement for the concert party to make a general offer for the company. This was duly passed and as a result ADVFN and its related parties have had effective control of ALL IPO since that time.
As certain parties in the 2004 concert party are no longer involved with ADVFN or ALL IPO, it is deemed for the purposes of the Code that ADVFN, its directors and On-line PLC (ADVFN's largest shareholder and whose shares are held by, and whose board comprises, certain ADVFN Directors) are acting in concert with respect to the Offer. The Concert Party holds, in aggregate, 17,162,802 ALL IPO Shares, representing approximately 56.6% of the issued ordinary share capital of ALL IPO, of which 11,250,000 ALL IPO Shares, representing approximately 37.1% are held by ADVFN itself and 5,912,802 ALL IPO Shares, representing approximately 19.5% by other members of the Concert Party.
The core business of ALL IPO is the distribution of equity securities to retail investors using the internet, focusing on initial public offerings. ALL IPO has built a technology platform to be used by investment banks and other financial intermediaries to distribute primary equity offerings, both for quoted and unquoted issuers, via the internet. ALL IPO is authorised and regulated by the FSA and the consent of the FSA to the Acquisition will be required prior to completion.
6. Background to, and reasons for, recommending the Offer
ALL IPO has also been looking to broaden its business offering to reduce reliance on the market for initial public offerings, which has not been buoyant in recent times nor encouraged the participation of retail investors. Leveraging the software expertise in the company, ALL IPO has established an equity trading technology package with a view to use by institutional investors. This has been sold to one hedge fund only whilst beta testing is completed. However it is producing an income flow which makes a significant contribution to the cash expenses of the business. Further, using the FSA authorisation and regulation as a base, ALL IPO established Throgmorton Street Capital in mid 2008 as a corporate broker focussing on AIM companies. Following a set-up period this business started to generate revenues in December 2008. In March 2009 TSCTrade was established as a retail stockbroker.
The ALL IPO unaudited interim results for the six months to 31December 2008, showed that the company had £19,000 in cash as at 31 December 2008. Since that date the company has raised a further £25,000, before expenses, through the issue of new ALL IPO Shares.
In the six months ended 31 December 2008, ALL IPO had negative operational cashflow of £32,000 and an overall decrease in cash of £76,000, after capital expenditure of £44,000. The loss after tax for the period was £265,000, having taken account of depreciation (principally related to website development costs) of £239,000.
ALL IPO is able to cover its cash based expenses from its cash resources and from income generated principally from equity trading systems but also from the three other activities, being the core IPO based business, Throgmorton Street Capital and TSCTrade. However the ALL IPO Independent Directors are concerned that this income is not assured and could fall without notice which would mean that ALL IPO would be unable to cover its cash costs. With only a small amount of cash available to ALL IPO, this would be dangerous for the solvency of the company.
The ALL IPO Independent Directors believe that Throgmorton Street Capital and TSCTrade are both businesses which have potential. However they are both in the very early stages of their development and although progress is encouraging and they have low fixed costs, they are both some way from generating significant income.
Over a quarter of the fixed cash expenses of ALL IPO relate to costs of its admission to trading on AIM, such as retainers to advisers, communications with shareholders and listing fees to London Stock Exchange plc. All of these costs would be saved following the Acquisition.
It is this background which has led the ALL IPO Independent Directors to conclude that it is prudent to consider the Offer from ADVFN, a company which has the cash resources and critical mass to allow development of the ALL IPO businesses to their full potential. The Offer, which is at a substantial premium to the price of 0.50 pence per ALL IPO Share on the day prior to the commencement of the Offer Period, gives the opportunity for ALL IPO Shareholders to participate in the potential of the ALL IPO businesses. Further, the existence of the Cash Alternative, also at a significant premium to the price per ALL IPO Share on the day prior to the commencement of the Offer Period, gives the ALL IPO Shareholders an opportunity to take cash, free of dealing costs, if they so wish.
7. Information on ADVFN
ADVFN is incorporated in England and Wales and its principal activity is the operation of a stocks and shares website, advfn.com. Originally a UK-based site the company has expanded globally and now also has US, French, German, Italian, Brazilian, Canadian, Japanese and Indian ADVFN financial sites.
In September 2006, ADVFN acquired InvestorsHub.com and Silicon Investor, which operate online investment community websites in the North American market. In February 2006 ADVFN acquired Equity Holdings Limited, the owner of Equity Development, a regulated provider of sponsored equity research in the UK. ADVFN also operates two non- financial websites: cupidbay.com, a dating website and fotothing.com, a photo blogging site, and has a major holding in ALL IPO, as further described in this announcement.
In the ADVFN interim report for the six months ended 31 December 2008, published on 9 February 2009, the chief executive's review noted that the performance of ADVFN in the period saw continued growth in all of the Group's main markets and an improved financial performance. The loss before tax for the period was down 45% to £488,000 (2007: £887,000), the operating loss down 37% to £395,000 (2007: £631,000) and ADVFN user numbers up 25% to 1.5 million (2007: 1.2million). Subscriptions to the ADVFN sites have continued to grow and while advertising income flattened for a short period it is once again strengthening. The ADVFN Directors have always believed in growing ADVFN into international markets and this has meant that the Group now has a global revenue stream which has helped smooth out income as markets rise and fall around the world. It also gives the Group a number of opportunities to grow even if conditions are generally hard. On prospects for the Group, the ADVFN Directors believe that recent months have shown the Group to be well positioned to navigate the 'credit crunch' and be in a strong position for the recovery. The ADVFN Directors believe that the world is a huge potential market for ADVFN and slowly but surely the Group is growing into the opportunity. The ADVFN Directors believe that the Group has demonstrated the resilience of the ADVFN platform and its business model. On 21 June 2009, ADVFN announced that it had disposed of two websites in North America, Siliconinvestor.com and an early stage based site, Talkzilla.com, for a combined consideration of US$200,000 plus an interest of 15% in the new company set up as the purchasing entity in the US. This will enable the Group to concentrate its North American focus on Investorshub.com.
8. Background to and reasons for the Offer
The ADVFN Directors believe that the ALL IPO businesses have potential but need time for development and improvements in the markets to attain this. Given the cash position of ALL IPO and the lack of certainty of ALL IPO's income stream in the short term, there is a risk that realisation of this potential may not be achieved. In order to preserve the value of the ADVFN investment in ALL IPO, ADVFN considers that it is in the best interests of both the ADVFN Shareholders and the ALL IPO Shareholders that ADVFN offers to acquire the ALL IPO Shares that it does not already own. It should be noted that in addition to the 11,250,000 ALL IPO Shares representing approximately 37.1% of the issued ordinary share capital of ALL IPO held by ADVFN, other members of the Concert Party hold 5,908,257 ALL IPO Shares, representing approximately 19.4 % of ALL IPO, giving an aggregate holding by the Concert Party of 17,162,802 ALL IPO Shares representing approximately 56.5% of the issued ordinary share capital of ALL IPO.
As ADVFN has a significant holding in ALL IPO and there are a number of ADVFN Directors also on the ALL IPO Board, there is a potential conflict of interest in assessing the Offer. Accordingly those ADVFN Directors who are also on the ALL IPO Board have not participated in board meetings to consider the Offer from the ADVFN perspective. Further, the ADVFN Directors not involved with ALL IPO, Jonathan Mullins and Raymond Negus, have taken the advice of Keith Bayley Rogers in connection with the Offer. Keith Bayley Rogers have advised Messrs Mullins and Negus that the terms of the Offer are fair and reasonable and in the best interests of the ADVFN Shareholders.
9. Letters of Intent to accept the Offer
All of the ALL IPO Directors intend to accept the Offer, and not the Cash Alternative, in respect of their own beneficial holdings of ALL IPO Shares. They have accordingly provided letters of intent pursuant to which each of them has confirmed that they intend to accept or procure acceptance of the Offer, and not the Cash Alternative, in respect of, in aggregate, 4,051,848 ALL IPO Shares held by them or their spouses or in which they are beneficially interested, representing approximately 13.35 per cent. of the existing issued ordinary share capital of ALL IPO.
In addition, ADVFN has received letters of intent pursuant to which each of them has confirmed that they intend to accept or procure acceptance of the Offer, and not the Cash Alternative, from:
a) On-line PLC, which is a member of the Concert Party, in respect of 1,885,529 ALL IPO Shares, representing approximately 6.21 per cent. of the existing issued ordinary share capital of ALL IPO; and
b) Raymond Negus, an ADVFN Director and a member of the Concert Party, in respect of 4,545 ALL IPO Shares, representing approximately 0.02 per cent. of the existing issued ordinary share capital of ALL IPO.
In aggregate, ADVFN has, therefore, received letters of intent to accept the Offer, and not the Cash Alternative, in respect of, in aggregate 5,941,922 ALL IPO Shares, representing approximately 19.58 per cent. of the existing issued ordinary share capital of ALL IPO.
The letters of intent are not legally binding but give a strong indication that the providers will accept the Offer, and not the Cash Alternative, prior to the First Closing Date.
Accordingly together with the 11,250,000 ALL IPO Shares already owned by ADVFN, representing approximately 37.07% of the issued ordinary share capital of ALL IPO, ADVFN owns or has received letters of intent from ALL IPO Shareholders indicating their willingness to accept the Offer in respect of, in aggregate, a total of 17,191,922 ALL IPO Shares, representing approximately 56.65 per cent. of the existing issued ordinary share capital of ALL IPO.
10. Disclosure of interests and arrangements in relevant securities of ALL IPO
As at the date of this announcement:
11,250,000 ALL IPO Shares were held by ADVFN, representing approximately 37.07 per cent. of ALL IPO's existing issued ordinary share capital;
1,885,529 ALL IPO Shares were held by On-Line PLC, the largest shareholder in ADVFN, representing approximately 6.21 per cent. of ALL IPO's existing ordinary share capital;
3,022,728 ALL IPO Shares were held by Clement Chambers, a director of ADVFN, ALL IPO and On-Line PLC, representing approximately 9.96 per cent. of ALL IPO's existing issued ordinary share capital;
1,000,000 ALL IPO Shares were held by Michael Hodges, a director of ADVFN, ALL IPO and On-Line PLC, representing approximately 3.30 per cent. of ALL IPO's existing issued ordinary share capital;
4,545 ALL IPO Shares were held by Raymond Negus, a director of ADVFN, representing approximately 0.02 per cent. of ALL IPO's existing issued ordinary share capital
When taken together, the above interests comprise 17,162,802 ALL IPO Shares in aggregate, representing approximately 56.56 per cent of the existing issued share capital of ALL IPO.
Save for the interests noted above, as at the date of this announcement, neither ADVFN, nor any of the directors of ADVFN, nor, any person acting in concert (as such term is defined in the Code) with ADVFN, has any interest in or right to subscribe for any relevant securities (as such term is defined in the Code) of ALL IPO, nor has any short positions in respect of relevant securities of ALL IPO (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, nor has borrowed or lent any relevant securities of ALL IPO (save for any borrowed shares which have been on lent or sold).
Save as set out in this paragraph above, neither ADVFN nor, so far as ADVFN is aware, any person acting in concert with ADVFN, has any arrangement in relation to relevant securities of ALL IPO. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities of ALL IPO which may be an inducement to deal or refrain from dealing in such securities.
11. Compulsory acquisition and cancellation of trading
If ADVFN receives acceptances under the Offer in respect of 90 per cent. or more of the ALL IPO Shares to which the Offer relates, ADVFN intends to exercise its right pursuant to the provisions of sections 979-982 (inclusive) of the Act to acquire compulsorily the remaining ALL IPO Shares to which the Offer relates on the same terms as the Offer.
It is also intended that, upon the Offer becoming or being declared unconditional in all respects, when ADVFN has by virtue of its shareholdings and acceptances of the Offer acquired or agreed to acquire ALL IPO Shares carrying at least 75 per cent. of the voting rights attaching to the ordinary share capital of ALL IPO, ADVFN will procure the making of an application by ALL IPO to London Stock Exchange plc for the cancellation of the admission of ALL IPO Shares to trading on AIM. At least 20 Business Days notice of cancellation will be given once ADVFN announces it has acquired 75 per cent. of the voting rights.
Cancellation of the admission of the ALL IPO Shares to trading on AIM would significantly reduce the liquidity and marketability of any ALL IPO Shares which are not acquired by ADVFN.
12. Effects of the Offer
Following the Offer being declared unconditional in all respects, the business of ALL IPO will be able to continue to develop with the backing of ADVFN and without the regulatory requirements, costs and the close scrutiny necessary in being an independent business admitted to trading on AIM. This will allow the time and investment required to enable the development of ALL IPO's new corporate and retail stockbroking businesses to take place. Further, it will give time for the IPO market to recover and the appetite for the inclusion of private investors in initial public offerings to continue to develop.
Whereas ADVFN is not required to be authorised or regulated by the FSA, it is essential for ALL IPO to be so authorised and regulated in order to carry out its activities. Accordingly it is necessary that ALL IPO acts as a largely independent operation with safeguards in place so that there are no overlaps between the businesses of ALL IPO and ADVFN, and in particular that the confidentiality of ALL IPO's business and clients is maintained. Accordingly all of the employees and management of ALL IPO will remain in place following the Offer being declared unconditional in all respects.
The members of the ADVFN Board will continue to be responsible for their respective functions in the Enlarged Group. There will be no change to the composition, emoluments or benefits of the ADVFN Board as a result of the completion of the Acquisition.
The ADVFN Directors have confirmed that, following the Acquisition, they have no intention of making any material amendments to the existing rights of the Enlarged Group's employees or the deployment of the fixed assets of ALL IPO. The location of the Enlarged Group's place of principal business will continue to be both companies' premises at 26 Throgmorton Street, London EC2N 2AN. The Enlarged Group's registered office will continue to be at Suite 27, Essex Technology Centre, The Gables, Fyfield Road, Ongar, Essex CM5 0GA.
In its unaudited interim results for the six months ending 31 December 2008, ALL IPO had net assets of £2.69 million as at that date, the substantial majority of which related to capitalised web development costs. This is a significant premium to the value of the Offer and accordingly on that basis, the Offer, if successful, would result in an enhancement to the net asset value of ADVFN, subject to the impairment review that will take place under IFRS accounting requirements.
13. ALL IPO Share Options
The Offer is likely to extend to any ALL IPO Shares which are unconditionally allotted or issued pursuant to the exercise of existing options while the Offer remains open for acceptance (or such earlier date as ADVFN may, subject to the Code, decide, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances or, if later, the First Closing Date of the Offer).
ADVFN will make an appropriate offer to the holders of ALL IPO Share Options in due course, which is likely to include an option to exercise ALL IPO Share Options and sell the resulting ALL IPO Shares and participate in the Offer, and an alternative option to cancel existing ALL IPO Share Options in favour of comparable options over ADVFN Shares.
It is thought likely that pursuant to the proposals, options over 2,190,162 ADVFN Shares exercisable at 3.056 pence per ADVFN Share will be granted to the holders of ALL IPO Share Options upon completion of the Acquisition on terms comparable to those on which the current ALL IPO Share Options are held.
14. General
The Offer Document and Form of Acceptance will be posted to ALL IPO Shareholders today. The Offer is not being made, directly or indirectly, in or into a Restricted Jurisdiction.
Copies of the Offer Document and the Form of Acceptance will be available from the offices of ADVN PLC and ALL IPO PLC at 3rd Floor, 26 Throgmorton Street, London EC2N 2AN and on the websites of ADVFN and ALL IPO at www.advfn.com and www.allipo.com
This announcement is not intended to be and does not constitute, or form part of, any offer to sell or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities nor shall there be any sale, issue or transfer of the securities referred to in this announcement. The Offer will be made solely through the Offer Document, which will contain full terms and conditions of the Offer.
The ADVFN Directors accept responsibility for the information contained in this announcement other than information for which responsibility is taken below. To the best of the knowledge and belief of the ADVFN Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The ALL IPO Directors accept responsibility for all information contained in this announcement relating to ALL IPO, the ALL IPO Directors and members of their immediate families, related trusts and connected persons other than the information for which responsibility is taken by the ALL IPO Independent Directors. To the best of the knowledge and belief of the ALL IPO Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
The ADVFN Independent Directors accept responsibility for their recommendation of the Offer and their associated opinions contained in this announcement. To the best of the knowledge and belief of the ADVFN Independent Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The ALL IPO Independent Directors accept responsibility for their consideration of the Offer and their associated opinions contained in this announcement, for which the ALL IPO Independent Directors alone accept responsibility.
Keith Bayley Rogers, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for ADVFN and for no one else in connection with the Offer, and will not be responsible to anyone other than ADVFN for providing the protections afforded to customers of Keith Bayley Rogers nor for providing advice in relation to the Offer or any matter referred to in this document.
Beaumont Cornish, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for ALL IPO (for the purposes of Rule 3 of the City Code on Takeovers and Mergers) and for no-one else in connection with the Offer and will not be responsible to anyone other than ALL IPO for providing the protections afforded to clients of Beaumont Cornish nor for providing advice in relation to the Offer or any matter referred to in this document.
This announcement has been prepared for the purpose of complying with English Law and the Takeover Code, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer Document and/or any other related document to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements before taking action
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of ALL IPO or ADVFN, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offers become, or are declared, unconditional as to acceptances, lapse or are otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of ALL IPO or ADVFN, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of ALL IPO or of ADVFN by ADVFN or by ALL IPO or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise for the purposes of Rule 8, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities. A person who only has a short position in securities will not be treated as interested in those securities. In particular, a person will be treated as having an interest in securities if: (i) he owns them; (ii) he has the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to them or has general control of them; (iii) by virtue of any agreement to purchase, option or derivative, he has the right or option to acquire them or call for their delivery or is under an obligation to take delivery of them, whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or (iv) he is party to any derivative whose value is determined by reference to its price and which results, or may result, in his having a long position in it.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website.
If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
OVERSEAS TERRITORIES
The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Persons who are not resident in the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. If you are in any doubt about your position, you should consult your legal adviser in the relevant territory without delay.
The Offer is not being made, directly or indirectly, in or into the United States, Canada, Australia, Japan or the Republic of South Africa. Accordingly, copies of this announcement and any related documents are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving this announcement and/or any related document (including, without limitation, nominees, trustees and custodians) must not mail or otherwise forward, distribute or send it in or into or from a Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer.
APPENDIX I
Conditions of the Offer
The Conditions of the Offer are as follows:
(a) valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on
17 July 2009 in respect of not less than 90 per cent. in nominal value (or such lesser percentage as ADVFN may decide) of the ALL IPO Shares to which the Offer relates, provided that this condition shall not be satisfied unless ADVFN and/or its wholly-owned subsidiaries shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, ALL IPO Shares carrying, in aggregate, more than 50 per cent. of the voting rights normally exercisable at general meetings of ALL IPO, including for this purpose (to the extent, if any, required by the Panel) any such voting rights attaching to any ALL IPO Shares which are unconditionally allotted or issued fully paid (or credited as fully paid) before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any subscription or conversion rights or otherwise. For the purposes of this condition:
i) the expression "ALL IPO Shares to which the Offer relates" shall be construed in accordance with sections 974-982 (inclusive) of the Act;
ii) ALL IPO Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry on issue; and
iii) valid acceptances shall be deemed to have been received in respect of ALL IPO Shares which are treated for the purposes of section 979 of the Act as having been acquired or contracted to be acquired by ADVFN by virtue of acceptances of the Offer.
(b) the Admission of the New ADVFN Shares to trading on AIM becoming effective in accordance with the AIM Rules and London Stock Exchange plc agreeing to admit such shares to trading subject only to (i) the allotment of such shares and/or (ii) the Offer becoming or being declared unconditional in all respects;
(c) the FSA indicating pursuant to section 184(1) of FSMA, in terms reasonably satisfactory to ADVFN, that it approves any acquisition of:
i) control over any UK authorised person;
ii) (if applicable) any additional kind of control over any UK authorised person;
iii) (if applicable) any increase in a relevant kind of control which is already held over any UK authorised person,
in each case within the meaning of Part XII of FSMA which would take place as a result of the Acquisition or its implementation, or the FSA being treated as having given such approval under section 184(2) of FSMA.
(d)save as disclosed in ALL IPO's report and accounts for the year ended 30 June 2008 (such disclosures or information being referred to in these terms and conditions as being "revealed"), there being no provision of any agreement, authorisation, arrangement, consent or other instrument to which ALL IPO is a party or by or to which ALL IPO or its subsidiary any of their respective assets may be bound, entitled or subject, which as a result of the Offer or the proposed acquisition by ADVFN of any shares in, or control of, ALL IPO or otherwise, is reasonably likely to result in
i) any indebtedness or liabilities, actual or contingent, or any grant available to ALL IPO or any of its subsidiaries or subsidiary undertakings or associated undertakings (including any joint venture, partnership, firm or company in which any of them is substantially interested) (together the "wider ALL IPO Group") being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited:
ii) the creation or enforcement of any mortgage, charge or other security interest over the wholeor any material part of the business, property, assets or shares or interests of any member of the wider ALL IPO Group or any such security (whenever created, arising or having arisen) becoming enforceable;
iii) any such arrangement, agreement, licence or instrument or the rights, liabilities, obligations orinterests of any member of the wider ALL IPO Group under any such arrangement, agreement, licence or instrument (or any arrangement, agreement, licence or instrument relating to any such right, liability, obligation, interest or business) or the interests or business of any such member in or with any other person, firm, company or body being or becoming capable of being terminated or adversely modified or any adverse action being taken or any onerous obligation or liability arising thereunder;
iv) any asset or interest of any member of the wider ALL IPO Group being or falling to be disposed
of or charged or ceasing to be available to any member of the wider ALL IPO Group or any right
arising under which any such asset or interest could be required to be disposed of or charged
or could cease to be available to any member of the wider ALL IPO Group, in each case otherwise
than in the ordinary course of business;
v) any member of the wider ALL IPO Group ceasing to be able to carry on business under any name
under which it presently does so;
vi) any change in or effect on the ownership or use of any material intellectual property rights
owned or used by any member of the wider ALL IPO Group;
vii) the value or financial or trading position of any member of the wider ALL IPO Group being
prejudiced or adversely affected; or
viii) the creation of any material liability, actual or contingent, by any such member otherwise than
in the ordinary course of business, and no event having occurred which, under any provision of any such arrangement, agreement, license or other instrument, might reasonably be expected to result in any of the events referred to in this condition (b) unless in any case, if any such provision exists, such provision shall have been waived, modified or amended on terms satisfactory to ADVFN (acting reasonably);
(e) no government or governmental, quasi-governmental, supranational, statutory or regulatory body or association, institution or agency (including any trade agency) or any court or other body (including any professional or environmental body) or person in any relevant jurisdiction (each a "Relevant Authority") having decided to take, instituted, implemented or threatened any action, proceeding, suit, investigation, enquiry or reference or enacted, made or proposed and there not continuing to be outstanding any statute, regulation, order or decision that would or might be reasonably expected to:
i) make the Offer or its implementation or the acquisition by ADVFN of any ALL IPO Shares or control of ALL IPO unenforceable or illegal under the laws of any relevant jurisdiction or directly or indirectly prohibit or otherwise materially restrict, prevent or delay or interfere with the implementation of, or impose additional material conditions or obligations with respect to, or otherwise challenge or materially interfere with the Acquisition or the acquisition of any ALL IPO Shares, or control of, ALL IPO by ADVFN;
ii) require, prevent or materially delay the divestiture by ADVFN of any shares in ALL IPO or of any member of the wider ALL IPO Group;
iii) require, prevent or materially delay the divestiture by any member of the ADVFN Group (other than ALL IPO) of their respective businesses, assets or properties or impose any limitation on their ability to conduct all or any part of their respective businesses and to own or control any of their respective assets or properties;
iv) impose any limitation on, or result in any delay in, the ability of any member of the ADVFN Group (other than ALL IPO) to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the ADVFN Group (other than ALL IPO) or on the ability of any member of the wider ALL IPO Group to hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any other member of the wider ALL IPO Group;
v) require any member of the ADVFN Group to acquire or offer to acquire any shares or other securities (or the equivalent) in any member of the wider ALL IPO Group or any asset owned by any third party (other than the acquisition of Ordinary Shares in the implementation of the Offer);
vi) impose any limitation on the ability of any member of the wider ALL IPO Group to conduct its business in any material respect;
vii) otherwise materially and adversely affect any or all of the business, assets, financial or trading position or profits or prospects of any member of the ADVFN Group (other than ALL IPO) or of the wider ALL IPO Group,
and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the proposed acquisition of any shares in ALL IPO having expired, lapsed or been terminated;
(f) all necessary filings and applications having been made and all necessary waiting and other time
periods (including any extensions thereof) under any applicable legislation or regulations of any jurisdiction in which ALL IPO or its subsidiary is incorporated, carries on business or distributes its products having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any such jurisdiction having been complied with, in each case as may be necessary in connection with the Offer and its implementation or the acquisition or proposed acquisition by ADVFN of any shares or other securities in, or control of, ALL IPO and all authorisations, orders, recognitions, grants, consents, clearances, confirmations, licences, certificates, permissions and approvals ("Authorisations") which are material and reasonably deemed necessary by ADVFN for or in respect of the Offer or the acquisition or proposed acquisition by ADVFN of any shares or other securities in, or control of, ALL IPO or the carrying on by any member of the wider ALL IPO Group of its business having been obtained on terms and in a form reasonably satisfactory to ADVFN from all appropriate third parties or persons with whom any member of the wider ALL IPO Group has entered into contractual arrangements and all such Authorisations remaining in full force and effect and all filings necessary for such purpose having been made and there being no written notice of any intention to revoke, suspend, restrict or adversely amend or not renew the same at the time at which the Offer becomes or is declared wholly unconditional, in each case where the absence of such Authorisation would have a material adverse effect on the wider ALL IPO Group taken as a whole; (g) save as revealed, ALL IPO not having:
(i) issued, agreed to issue, authorised or proposed the issue or grant of additional shares of any class, or securities convertible into, or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities or redeemed, purchased or reduced or announced any proposal to redeem, purchase or reduce any part of its share capital;
(ii) recommended, declared, paid or made or proposed to declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;
(iii) merged with or demerged any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any rights, title or interest in any asset, or authorised or proposed or announced any intention to propose any merger, demerger, acquisition, disposal, transfer, mortgage or charge or the creation of any security interest over the same;
(iv) authorised or proposed, or announced any intention to propose, any change in its share or loan capital including the purchase of any of its own shares;
(v) issued, authorised or proposed the issue of any debentures or incurred any indebtedness, or become subject to a liability (actual or contingent) which in any case is outside the ordinary course of business and material;
(vi) entered into, implemented, effected, varied, authorised or proposed any contract, reconstruction,
amalgamation, scheme, commitment, merger, demerger or other transaction or arrangement or waived or compromised any claim in respect of itself, otherwise than in the ordinary course of business;
(vii) proposed any voluntary winding up;
(viii) proposed, agreed to provide or modified the terms of any of the ALL IPO Share Options;
(ix) entered into, varied, or authorised any agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:
(A) is of a long term, onerous or unusual nature or magnitude or which is or could involve an
obligation of such nature or magnitude; or
(B) is other than in the ordinary course of business; and
(C) which in any such case is material in the context of ALL IPO;
(x) entered into or changed the terms of any contract, agreement or arrangement with any director of
ALL IPO in any material respect;
(xi) taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, trustee, administrator, administrative receiver or similar officer of all or any material part of its assets or any analogous or equivalent steps or proceedings in or under the laws of any jurisdiction having occurred or there having been appointed any analogous person in any jurisdiction which in any case is material;
(xii) made any material amendments to its memorandum or articles of association.
(h) save as revealed, ADVFN not having discovered:
(i) that any financial or other information publicly announced at any time by or on behalf of ALL IPO is misleading or contains a misrepresentation of any fact or omits to state a fact necessary to make the information contained therein not misleading (and which was not subsequently corrected before the date of publication of this document by disclosure either publicly or otherwise fairly in writing to ADVFN) in each case to an extent that the effect of the inaccuracy or misrepresentation of fact or omission is to overstate the assets or understate the liabilities of ALL IPO or its subsidiary to a material extent;
(ii) that, since 30 June 2008, a material adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of ALL IPO or its subsidiary;
iii) no contingent or other liability having arisen which would or might reasonably be expected to materially adversely affect the business, assets, financial or trading position or profits or prospects of any member of ALL IPO or its subsidiary which is material;
iv) any steps have been taken any omissions have been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by ALL IPO or its subsidiary, which is necessary for the proper carrying on of their respective businesses and the withdrawal, cancellation, termination or modification of which is material;
v) that ALL IPO, its subsidiary or any of its previous subsidiaries has failed to comply with any applicable legislation or the regulations of any jurisdiction or any notice or requirement of any Relevant Authority with regard to the use, storage, treatment, transport, handling, disposal, discharge, spillage, release, leak or emission of any waste or hazardous or harmful substance or any substance likely to impair the environment or harm human or animal health or otherwise relating to environmental matters or human health or that there has otherwise been any such use, storage, treatment, transport, handling, disposal, discharge, spillage, release, leak or emission (whether or not the same constituted non-compliance by any person with any such legislation or regulation, and whenever or wherever the same may have
taken place), any of which non-compliance would be likely to give rise to any liability (whether actual or contingent) or cost on the part of ALL IPO or its subsidiary which, in each case, is material;
vi) that there is or is likely to be any material obligation or liability (whether actual or contingent) of ALL IPO its subsidiary or any of its previous subsidiaries its subsidiary to make good, repair, re-instate or clean up any property now or previously owned, occupied, operated or made use of or controlled by ALL IPO, its subsidiary or any of its previous subsidiaries under any environmental legislation, regulation, notice, circular, order or other requirement of any Relevant Authority in any jurisdiction;
vii) that ALL IPO and any partnership, company or other entity in which ALL IPO has a significant
interest is subject to any liability (contingent or otherwise) which has not been publicly announced and
viii) any information which affects the import of any information which has been revealed to an extent
which is material and adverse; and
For the avoidance of doubt, ADVFN will not invoke any of the conditions set out in paragraphs (d) to (h) so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances giving rise to the right to invoke such condition(s) are of material significance to ADVFN in the context of the Offer. For these purposes ADVFN considers the conditions set out in paragraphs (a) to (c) to be of material significance in the context of the Offer.
APPENDIX II
Sources and bases of information
Save as otherwise stated, the following constitute the sources and bases of certain information referred to in this announcement:
a) The value placed by the Offer on the existing ordinary share capital of ALL IPO is based on 30,345,817 ALL IPO Shares in issue on 24 June 2009, being the latest practicable date prior to publication of this announcement.
b) The Closing Prices of the ADVFN Shares and ALL IPO Shares are derived from the AIM Appendix to the Stock Exchange Daily Official List.
APPENDIX III
Definitions
The following definitions apply throughout this announcement unless the context otherwise requires:
| "Accepting ALL IPO Shareholders" | ALL IPO Shareholders who validly accept the Offer |
| "Act" or "Companies Act" | the Companies Act 2006 |
| "Acquisition" | the proposed acquisition of ALL IPO by ADVFN to be effected by means of the Offer |
| "Admission" | the admission of the New ADVFN Shares to trading on AIM becoming effective in accordance with the AIM Rules |
| "ADVFN" | ADVFN PLC, a company incorporated in England and Wales, with registered number 2374988 |
| "ADVFN Directors" or "ADVFN Board" | the directors of ADVFN |
| "ADVFN Independent Directors" | Jonathan Mullins and Raymond Negus, being ADVFN Directors not also on the ALL IPO Board |
| "ADVFN Shareholders" | holders of ADVFN Shares |
| "ADVFN Shares" | the ordinary shares of 1p each in the capital of ADVFN |
| "ADVFN Share Options" | the outstanding options granted over 35,585,845 ADVFN Shares exercisable at prices between 1.25 pence and 4.75 pence per ADVFN Share pursuant to the rules of the ADVFN unapproved share option scheme |
| "AIM" | the market of that name, operated by the London Stock Exchange plc
|
| "AIM Rules" | the AIM Rules for Companies, issued by London Stock Exchange plc |
| "ALL IPO" | ALL IPO PLC, a company incorporated in England and Wales, with registered number 3230460 |
| "ALL IPO Board" or "ALL IPO Directors" | the directors of ALL IPO |
| "ALL IPO Independent Directors" | Robert Clinton and Christopher Newland, being ALL IPO Directors, who are not also on the ADVFN Board |
| "ALL IPO Shareholders" | holders of ALL IPO Shares |
| "ALL IPO Shares" | the existing unconditionally allotted or issued and fully paid ordinary shares of 1p each in the capital of ALL IPO and any further shares which are issued or unconditionally allotted and fully paid (or credited as fully paid) while the Offer remains open for acceptance (or such earlier date, not being earlier than the date on which the Offer becomes unconditional as to acceptances or, if later, the First Closing Date, as ADVFN may, subject to the Code, decide) including ALL IPO Shares which are unconditionally allotted or issued or granted or subscribed for upon the exercise of any options while the Offer remains open for acceptance (or, subject to the Code, by such earlier date as ADVFN may decide) |
| "ALL IPO Deferred Shares" | the existing unconditionally allotted or issued and fully paid deferred shares of 49p each in the capital of ALL IPO |
| "ALL IPO Deferred Shareholders" | holders of ALL IPO Deferred Shares |
| "ALL IPO Share Options" | the outstanding options granted over 4,867,026 ALL IPO Shares exercisable at 1.375 pence per ALL IPO Share pursuant to the ALL IPO unapproved share option scheme |
| "Beaumont Cornish" | Beaumont Cornish Limited, a company incorporated in England and Wales with registered number 3311393, a firm regulated and authorised by the Financial Services Authority, which is advising ALL IPO for the purposes of Rule 3 of the Code and which is independent of, and has no arrangement with ADVFN |
| "business day" | a day (excluding Saturdays, Sundays and public holidays) on which clearing banks are open for business in the City of London |
| "Cash Alternative" | the cash alternative pursuant to which ALL IPO Shareholders who validly accept the Offer may elect to receive cash consideration instead of New ADVFN Shares |
| "Closing Price" | the closing middle market quotation of a share as derived from AIM Appendix to the Stock Exchange Daily Official List |
| "Code" | the City Code on Takeovers and Mergers |
| "Concert Party" | the parties deemed, under the rules of the Code, to be acting in concert with regards the Offer, comprising ADVFN, the ADVFN Directors and On-line PLC |
| "connected person" | has the meaning given to that term in sections 252-255 of the Act |
| "CREST" | the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations) |
| "Enlarged Group" | ADVFN together with its subsidiaries and subsidiary undertakings (including ALL IPO following completion of the Acquisition) |
| "Enlarged Issued Share Capital" | the ADVFN Shares in issue at Admission and following the Offer becoming or being declared unconditional in all respects, assuming the Offer is accepted in full and there are no elections to the Cash Alternative |
| "First Closing Date" | 1.00 p.m. on 17 July 2009 |
| "Form of Acceptance" | the form of acceptance, election and authority relating to the Offer, for use in respect of certificated ALL IPO Shares |
| "FSA" | the Financial Services Authority of the United Kingdom |
| "FSMA" | the Financial Services and Markets Act 2000 (as amended) |
| "Group" or "ADVFN Group" | ADVFN, its subsidiaries and its subsidiary undertakings as at the date of this document |
| "Keith Bayley Rogers" | Keith Bayley Rogers & Co Limited, a company incorporated in England and Wales with registered number 03676540, a firm regulated and authorised by the Financial Services Authority, which is financial adviser to ADVFN for the purposes of Rule 3 of the Code and which is independent of, and has no arrangement with ALL IPO |
| "New ADVFN Shares" | up to 8,593,118 new ADVFN Shares to be issued as consideration under the Offer |
| "Offer" | the offer to be made by ADVFN, on the terms and subject to the conditions set out in this document and the Form of Acceptance (for ALL IPO Shares held in certificated form), to acquire all of the ALL IPO shares other than those already owned by it (including, where the context requires, any subsequent revision, variation, extension or renewal of such offer) also including, where the context requires, the Cash Alternative |
| "Offer Document" | the document to be dated 25 June 2009 containing, inter alia, the details of the Offer |
| "Offer Period" | the period commencing 8 May 2009 |
| "Overseas Shareholders" | ALL IPO Shareholders whose registered addresses are outside the UK or who are citizens, residents or nationals of countries other than the UK or who are nominees of, or trustees for, citizens, residents or nationals in countries other than the UK |
| "Panel" | the Panel on Takeovers and Mergers |
| "Regulatory Information Service" | a service approved by the UK Listing Authority for the distribution of announcements to the public |
| "Restricted Jurisdiction" | the United States, Canada, Australia, Japan or the Republic of South Africa or any jurisdiction where the extension or acceptance of the Offer would violate the relevant laws of that jurisdiction |
| "Securities Act" | the United States Securities Act of 1933 (as amended) |
| "UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland |
All references to legislation in this document are to English legislation unless the contrary is indicated. Save where otherwise stated, for the purpose of this document, "subsidiary undertaking" and "associate" have the respective meanings given to them by the Act and the term "subsidiary" shall have the meaning given to it in the Companies Act 1985.
Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.
Any reference to words denoting the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.
All references to time in this document are to London time.