Last checked at 17 Jul 2009 16:35
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
FOR IMMEDIATE RELEASE
17 JULY 2009
RECOMMENDED OFFER BY
ADVFN PLC ("ADVFN")
FOR THE ENTIRE ISSUED AND TO BE ISSUED ORDINARY SHARE CAPITAL OF
ALL IPO PLC ("ALL IPO")
OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES
LEVEL OF ACCEPTANCES AND EXTENSION OF THE OFFER
On 25 June 2009 ADVFN announced the terms of a recommended offer for the entire issued and to be issued share capital of ALL IPO (the "Offer"). The document setting out the full terms and conditions of the Offer (the "Offer Document") was posted to ALL IPO shareholders on 26 June 2009.
Level of Acceptances
The ADVFN Independent Directors are pleased to announce that as at 1.00 PM (London Time) on 17 July 2009, being the First Closing Date of the Offer, valid acceptances of the Offer had been received in respect of 13,019,881 ALL IPO Shares representing approximately 42.90 per cent of the issued share capital of ALL IPO, including acceptances for the Cash Alternative in respect of 1,160,026 ALL IPO Shares (representing approximately 3.82 per cent of the issued share capital of ALL IPO).
This total includes valid acceptances in respect of 5,941,922 ALL IPO Shares (representing approximately 19.58 per cent of the issued share capital of ALL IPO) for which ADVFN had received Letters of Intent to accept the Offer and not the Cash Alternative. Such Letters of Intent represent all of those received by ADVFN as set out in the Offer Document and were received from the ALL IPO Independent Directors and from parties acting in concert with ADVFN, being the ADVFN Directors and On-line Plc.
In addition to the acceptances referred to above, ADVFN holds 11,250,000 ALL IPO Shares, representing approximately 37.07 per cent of the issued share capital of ALL IPO.
Accordingly, as at 1.00 PM on 17 July 2009, ADVFN either owned or had received valid acceptances in respect of 24,269,881 ALL IPO Shares, representing approximately 79.97 per cent of the issued share capital of ALL IPO.
The ADVFN Independent Directors are pleased to announce that the Acceptance Condition has therefore been deemed to have been satisfied and that the Offer has now become unconditional as to acceptances.
Extension of the Offer and the Cash Alternative
The Offer and the Cash Alternative, which remain subject to the terms and conditions set out in the Offer Document, are being extended and will remain open for acceptance until further notice. Not less than 14 days' notice in writing of the closing of the Offer and/or the Cash Alternative will be given to ALL IPO Shareholders who have not accepted the Offer.
Acceptance of the Offer
ALL IPO Shareholders who have not yet accepted the Offer and who hold ALL IPO Shares in certificated form (that is, not in CREST) are encouraged to complete, sign and return the Form of Acceptance, together with share certificates and/or other documents of title, by hand (during normal business hours) or by post to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible.
ALL IPO Shareholders who hold ALL IPO Shares in uncertificated form (that is, in CREST) are encouraged to accept the Offer electronically through CREST in accordance with the instructions in the Offer Document as soon as possible.
Full details of how to accept the Offer and the Cash Alternative in respect of certificated and uncertificated ALL IPO Shares are set out in the Offer Document and, in the case of certificated ALL IPO Shares, the accompanying Form of Acceptance. Additional Forms of Acceptance are available whilst the Offer remains open from Capita Registrars, by post or in person (during normal business hours) at Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by telephone between 9.00 AM and 5.00 PM Monday to Friday (except UK public holidays) 0871 664 0321 or, if calling from outside the UK, on +44 20 8639 3399. Calls to the 0871 664 0321 number will be charged at 10 pence per minute (including VAT) plus the service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates.
General
Save as disclosed above, neither ADVFN nor any person acting in concert with ADVFN for the purposes of the Offer is interested in or has any rights to subscribe for any ALL IPO Shares nor does any such person have any short position or any arrangement in relation to ALL IPO Shares. For these purposes "arrangement" includes any agreement to sell or any dealing obligation or right to require another person to purchase or take delivery of, and borrowing or lending of, ALL IPO Shares. An "arrangement" also includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to ALL IPO Shares which may be an inducement to deal or refrain from dealing in such securities. "Interest" includes any long economic exposure, whether conditional or absolute, to changes in the prices or securities and a person is treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to securities.
Terms used in this announcement shall have the meaning given to them in the Offer Document dated 26 June 2009, unless the context requires otherwise.
Copies of the Offer Document and the Form of Acceptance are available for inspection during normal business hours on any business day at the registered office of ADVFN and ALL IPO at 26 Throgmorton Street, London EC2N 2AN until the Offer closes.
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/Felicity Geidt
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 Independent Directors accept responsibility for the information 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 is in accordance with the facts and does not omit anything likely to affect the import of such information.
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 of their before taking
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.
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.