Last checked at 22 Jul 2009 14:30
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
22 JULY 2009 - For immediate release
RECOMMENDED OFFER BY
ADVFN PLC ("ADVFN")
FOR THE ENTIRE ISSUED AND TO BE ISSUED ORDINARY SHARE CAPITAL OF
ALL IPO PLC ("ALL IPO")
OFFER UNCONDITIONAL IN ALL RESPECTS
PROPOSED CANCELLATION OF AIM LISTING OF ALL IPO
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.
On 17 July 2009 ADVFN announced that, following the First Closing Date, the Offer had been declared unconditional as to acceptances.
The ADVFN Independent Directors are pleased to announce that all other conditions of the Offer, including approval by the FSA of the Acquisition and the Admission of the New ADVFN Shares to trading on AIM (further details of which is set out below), have now been satisfied and accordingly the Offer is hereby declared unconditional in all respects.
Further acceptances
As at 1.00 p.m. on 22 July 2009, valid acceptances of the Offer had been received in respect of 13,790,141 ALL IPO Shares, representing approximately 45.44 per cent of the issued share capital of ALL IPO, including acceptances for the Cash Alternative in respect of 1,160,576 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 22 July 2009, ADVFN either owned or had received valid acceptances in respect of 25,040,141 ALL IPO Shares, representing approximately 82.52 per cent of the issued share capital of ALL IPO.
Admission to trading on AIM
As at 1.00 p.m. on 22 July 2009 valid acceptances of the Offer in respect of 12,629,565 ALL IPO Shares (being the total number of acceptances less those subject to election for the Cash Alternative) had been received which will result in the issue of 5,683,304 New ADVFN Shares. Application has been made for the 5,683,304 New ADVFN Shares to be traded on AIM and admission has been granted subject to allotment. It is expected that the New ADVFN Shares will commence trading on 23 July 2009.
Following the issue of these New ADVFN Shares, there will be 621,252,205 ADVFN Shares in issue, each carrying one voting right. ADVFN holds none of its own shares in treasury.
Proposals to ALL IPO Optionholders
Proposals were despatched to holders of ALL IPO Options giving them the alternatives of (i) exercising their ALL IPO Share Options and accepting the Offer, and (ii) agreeing to cancel existing ALL IPO Share Options in exchange for comparable options over ADVFN Shares.
All holders of ALL IPO Options have now responded to the proposals and elected to cancel their existing ALL IPO Share Options in favour of new ADVFN options. As a result, 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 on terms comparable to those on which the current ALL IPO Share Options are held.
Accordingly, there will be outstanding options granted over a total of 36,492,672 ADVFN Shares exercisable at prices between 1.25 pence and 4.75 pence per ADVFN Share. All such options are subject to the rules of ADVFN's unapproved share option scheme.
Extension of the Offer and the Cash Alternative
As announced on 17 July 2009, the Offer and the Cash Alternative, which remain subject to the terms and conditions set out in the Offer Document, have been extended and will remain open for acceptance until further notice. ADVFN will give not less than 14 days' notice in writing to ALL IPO Shareholders who have not accepted the Offer that the Offer will be open for such period before closing it.
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 only) 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 so that the TTE Instruction settles 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) from 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.
Settlement
Settlement will be effected on or before 5 August 2009 for ALL IPO Shareholders who have validly accepted the Offer.
Settlement for ALL IPO Shareholders who validly accept the Offer hereafter will be effected within 14 calendar days of receipt of their valid acceptance.
Compulsory acquisition and cancellation of trading
Having acquired ALL IPO Shares which (aggregated with the ALL IPO Shares it already owned) carry in excess of 75 per cent of the votes attaching to the ordinary share capital of ALL IPO, ADVFN confirms that it will procure the making of an application by ALL IPO to the London Stock Exchange plc for the cancellation of the admission of ALL IPO Shares to trading on AIM. Such application will be made not earlier than 19 August 2009 being 20 business days from the date hereof.
ADVFN confirms that, provided sufficient valid acceptances of the Offer are received, it intends to exercise its rights pursuant to the provisions of sections 974-991 (inclusive) of the Companies Act 2006 to acquire compulsorily the remaining ALL IPO Shares on the same terms as the Offer. Further information will be made available at the appropriate time if this is the case.
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
Grant Thornton UK LLP (NOMAD to ADVFN)
Fiona Kindness
020 7728 3414
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.