ASP.L Regulatory News (ASP)

8 Jan 2009 07:00



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

Ascribe plc

Recommended Cash Offer for Ascribe plc

by Scroll Bidco Limited

OFFER UPDATE AND OFFER EXTENSION

Background

On 17 December 2008, Scroll Bidco Limited, a newly incorporated company that has been formed on behalf of ECI8 and Stephen Critchlow for the purposes of completing the Acquisition of Ascribe, announced a recommended cash offer for the entire issued and to be issued ordinary share capital of Ascribe (the "Offer"). The full terms and conditions of the Offer were set out in the offer document posted by Scroll Bidco on 17 December 2008 (the "Offer Document").

Level of acceptances

Scroll Bidco and Ascribe announce that as at 1.00pm (London time) on 7 January 2009, Scroll Bidco had received valid acceptances from Ascribe Shareholders in respect of 81,864,704 Ascribe Shares, representing approximately 82.3 per cent. of the Ascribe Shares to which the Offer relates and approximately 69.6 per cent. of Ascribe's existing issued share capital. There are also 4,118,666 options over Ascribe Shares "in the money" and likely to be exercised immediately prior to the Offer becoming unconditional in all respects.

Upon announcement of the Offer on 17 December 2008, Scroll Bidco had received irrevocable undertakings and letters of intent to accept, or (where applicable) procured the acceptance of, the Offer in respect of 52,365,996 Ascribe Shares, representing approximately 44.5 per cent. of the existing issued share capital of Ascribe. Valid acceptances have now been received in respect of all of these Ascribe Shares. 

In addition, valid acceptances in respect of a further 29,498,708 Ascribe Shares (representing approximately 25.1 per cent. of the existing issued share capital of Ascribe) have been received. 

Extension of the Offer

The Offer, which remains subject to the terms and conditions set out in the Offer Document, is being extended and will remain open for acceptance until the next closing date which will be 1.00pm (London time) on 21 January 2009. Any further extensions of the Offer will be publicly announced by 8.00am (London time) on the business day following the day on which the Offer was otherwise due to expire, or such later time or date as the Panel may agree.

Procedure for acceptance

For Ascribe Shares in certificated form, Forms of Acceptance should be completed, signed and returned in accordance with the instructions set out in the Offer Document and in the Form of Acceptance, so as to be received as soon as possible and, in any event, no later than 1.00pm (London time) on 21 January 2009. For Ascribe Shares held in uncertificated form, an Electronic Acceptance should be made in accordance with the instructions set out in the Offer Document, so that settlement takes place no later than 1.00pm (London time) on 21 January 2009.

Words and expressions defined in the Offer Document dated 17 December 2008 shall, unless the context otherwise requires, have the same meaning when used in this announcement.

  This announcement does not constitute an offer to sell, an invitation to purchase, or the solicitation of an offer to subscribe for or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.

This announcement which is the sole responsibility of Scroll Bidco has been approved by Altium solely for the purposes of section 21 of FSMA.

Altium Capital Limited, 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 and the contents of this announcement, and will not be responsible to anyone other than Scroll Bidco for providing the protections afforded to clients of Altium Capital Limited, or for providing advice to any other person in relation to the Offer or the contents of announcement.

The ability of Ascribe Shareholders who are not resident in the United Kingdom to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements.