ASP.L Regulatory News (ASP)

RECOMMENDED CASH OFFER FOR ASCRIBE PLC BY SCROLL BIDCO LIMITED

OFFER UNCONDITIONAL IN ALL RESPECTS

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Offer unconditional in all respects

Scroll Bidco announces that as at 3.30pm on 20 January 2009, Scroll Bidco had received valid acceptances from Ascribe Shareholders in respect of 89,842,276 Ascribe Shares, representing approximately 76.40 per cent. of Ascribe's existing issued share capital and approximately 90.31 per cent. of the Ascribe Shares to which the Offer relates. Accordingly Scroll Bidco has now declared the Offer unconditional in all respects with immediate effect. The Offer will remain open for acceptance until further notice. In addition, as noted in the Offer Document, the resignation of Ascribe plc's Independent Directors (namely, David Hughes and Ian Priestner) becomes effective with immediate effect.

Settlement of consideration

Settlement of the consideration due under the Offer will be dispatched (or, in respect of Ascribe Shares held in uncertificated form, credited through CREST) in respect of Ascribe Shares for which acceptances of the Offer, valid in all respects, are received or, in respect of Ascribe Shares held in uncertificated form, for which Electronic Acceptances are validly made before the Offer becomes unconditional in all respects, within 14 days of that date. Settlement of the consideration in respect of valid acceptances received or made after that date will be dispatched (or, in respect of Ascribe Shares held in uncertificated form, credited through CREST) within 14 days of such acceptances being received.

Cancellation of Ascribe Shares

By 3.30 p.m. London time on 20 January 2009, Scroll Bidco had received valid acceptances of the Offer from Ascribe Shareholders in respect of 89,842,276 Ascribe Shares, representing approximately 76.40 per cent. of Ascribe's existing issued share capital. 

Accordingly, as set out in paragraph 13 of Part II of the Offer Document, it is Scroll Bidco's intention to procure the making of an application by Ascribe to the London Stock Exchange for the cancellation of trading in Ascribe Shares on AIM. It is anticipated that such cancellation will take effect at 7:00 am on 18 February 2009.

Compulsory acquisition of Ascribe Shares

Furthermore, in paragraph 13 of Part II of the Offer Document, Scroll Bidco stated that, at such time that Scroll Bidco had contracted to acquire at least 90 per cent. of the Ascribe Shares to which the Offer relates and at least 90 per cent. of the voting rights carried by those Ascribe Shares, and assuming that all of the other conditions to the Offer had been satisfied, it intended to exercise its rights in accordance with Part 28 of the Companies Act 2006 (the "Act") to acquire the remaining Ascribe Shares.

Accordingly, as valid acceptances of at least 90 per cent. of the Ascribe Shares to which the Offer relates have been received, and the Offer has become unconditional in all respects, Scroll Bidco intends to exercise its rights pursuant to the Act to acquire all outstanding Ascribe Shares on the same terms as the Offer.

Application for admission of Shares

Immediately prior to the Offer becoming unconditional in all respects, 4,118,666 Ordinary Shares in the Company were issued and allotted in respect of the Share Options exercised pursuant to the Offer. Application has been made for all 4,118,666 Shares to be admitted to trading on the AIM market of the London Stock Exchange plc. Admission is expected to be effective as of 8.00 a.m. on 22 January 2009.

Procedure for acceptance

Ascribe Shareholders who hold their Ascribe Shares in certificated form (that is, not in CREST) and have not yet accepted the Offer are urged to complete, sign and return the Form of Acceptance (along with their share certificate(s) and/or any other appropriate document(s) of title) by post or by hand (during normal business hours only) to Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B633DA. The procedure for acceptance is set out in paragraph 16(a) of Part II of the Offer Document.

In respect of Ascribe Shareholders who hold their Ascribe Shares in CREST, acceptance should be made electronically and such shareholders are urged to ensure that the TTE Instruction settles as soon as possible. Such Ascribe Shareholders should follow the procedures set out in paragraph 16(b) of Part II of the offer document dated 17 December 2008 (the "Offer Document"). If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action.

Ascribe Shareholders who have lost their Form of Acceptance, or have any other queries in connection with the Offer, should contact Neville Registrars by telephone on 0121 585 1131 or, if, calling from outside the UK, on +44 121 585 1131. Calls to the Neville Registrars +44 121 585 1131 number are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Neville Registrars cannot provide advice on the merits of the Offer or give any financial, legal or tax advice.

Responsibilities

This announcement should be read in conjunction with the Offer Document. Terms used in this announcement shall have the meanings given to them in the Offer Document unless the context otherwise requires.

Altium Capital Limited ("Altium"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Scroll Bidco and for no-one else in connection with the Offer, the contents of this announcement or any other matter referred to herein. Altium is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Scroll Bidco for providing the protections afforded to clients of Altium nor for providing advice to any other person in relation to the Offer, the contents of this announcement or any other matters referred to herein.

This announcement is not intended to and does not constitute, or form any part of, an offer or an invitation to purchase or sell any securities or the solicitation of an offer to purchase any securities in any jurisdiction pursuant to the Offer or otherwise. The Offer is made solely through the Offer Document and, in the case of certificated Ascribe Shares, the Form of Acceptance, which together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance.

The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements. 

Copies of this announcement and any documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from a Restricted Jurisdiction. The Offer (unless otherwise determined by Scroll Bidco and permitted by applicable law and regulation), will not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction, and the Offer will not be capable of acceptance from or within any Restricted Jurisdiction.

This announcement has been prepared for the purpose of complying with the City 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.

Enquiries

Scroll Bidco 

Stephen Critchlow

0870 053 4545

David Ewing

0161 819 3160

Altium, Financial advisor and Brokers to Scroll Bidco

Mike Fletcher / Paul Lines

0161 831 9133

Ascribe

David Hughes, Non-Executive Director

07767 664268

Cenkos, Financial advisor to Ascribe

Ivonne Cantu / Beth McKiernan

020 7397 8900

Abchurch, PR advisers

Stephanie Cuthbert / Justin Heath

020 7398 7718