Last checked at 21 Nov 2011 08:20
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO OR FROM, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Clarity Commerce Solutions plc (the "Company" or "Clarity")
Termination of discussions re. alternative proposals
On 27 September 2011, Enigmatic Investments Limited ("Enigmatic") announced an offer for the entire issued and to be issued share capital of Clarity (the "Offer").
In response to the Offer, the Company announced on 12 October 2011 that it had received several indicative expressions of interest from relevant potential offerors. Further to this announcement, the directors of the Company (the "Clarity Board") confirmed on 18 October 2011 that they were in discussions with a number of potential interested parties and were working with these parties towards an offer which would deliver a significantly better overall return to shareholder than the Offer. On 17 November 2011, Clarity announced that it remained in discussions with one of those potentially interested parties and negotiations were at an advanced stage regarding an alternative proposal.
Over the past few weeks the Clarity Board has been working hard on securing an alternative proposal and has held advanced discussions with one third party referred to in the announcement of 17 November 2011, but it has not received an alternative offer for Clarity. However, for the purposes of Rule 2.8 of the City Code on Takeovers and Mergers (the "Takeover Code"), the third party has reserved the right to announce an offer or possible offer or make or participate in an offer or possible offer for Clarity (and/or take any other action which would otherwise be restricted under Rule 2.8 of the Takeover Code) within the next six months following the date of this announcement in the following circumstances:
(i) with the agreement or recommendation of the Clarity Board;
(ii) following the announcement by or on behalf of a third party (not being Enigmatic) of a firm intention to make an offer for Clarity;
(iii) in the event that Clarity announces a "whitewash" proposal or a reverse takeover (as defined in the Takeover Code); or
(iv) if there is a material change of circumstances.
The Clarity Board notes the announcement made by Enigmatic on 11 November 2011, that it has extended and improved its cash offer to 25 pence per ordinary share in Clarity (the "Improved Offer"). The Clarity Board believes that the Improved Offer still undervalues the Company and its prospects. However, in the absence of any alternative offer, the Clarity Board considers that each shareholder of the Company should consider the Improved Offer and shareholders are reminded that the Improved Offer remains open until 1.00 p.m. on 27 November 2011.
Enquiries:
Clarity Commerce Solutions plc | |
Stephen Sadler, CFO and COO
| T: 01256 365 150 |
Arbuthnot Securities | |
Antonio Bossi / Rebecca Gordon / Paul Gillam
| T: 020 7012 2000 |
Biddicks Zoe Biddick/ Sophie McNulty |
T: 020 3178 6378
|
Dealing disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on website
A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in any restricted jurisdiction, on Clarity's website at www.claritycommerce.com by no later than 12.00 noon (London time) on 22 November 2011.