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Cash Offer for Clarity Commerce Solutions PLC

27 Sep 2011 13:00

RNS Number : 0168P
Enigmatic Investments Limited
27 September 2011
 



For immediate release

 

27 September 2011

 

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 or regulations of such jurisdiction

 

CASH OFFER

 

to acquire the entire issued and to be issued ordinary share capital of

 

CLARITY COMMERCE SOLUTIONS PLC

 

BY

 

ENIGMATIC INVESTMENTS LIMITED

 

 

Summary

 

·; The Board of Enigmatic Investments announces a cash offer to be made by Enigmatic Investments to acquire the entire issued and to be issued ordinary share capital of Clarity, not already owned by Enigmatic Investments.

 

·; The Offer is being made at a price of 23 pence in cash for each Clarity Share and represents a premium of approximately 51 per cent. to the Closing Price of 15.25 pence per Clarity Share on 26September 2011, being the last Business Day prior to the date of this announcement.

 

·; The Board of Enigmatic Investments will seek to discuss a recommendation of the Offer from the board of Clarity.

 

·; The Offer values the entire issued ordinary share capital of Clarity at £9,528,282.

 

·; Enigmatic Investments is a company newly incorporated in Guernsey that has been formed for the purpose of making the Offer. It is wholly-owned by BECAP Fund LP.

 

·; Enigmatic Investments holds an aggregate of 9.22 per cent. of the issued ordinary share capital of Clarity.

 

·; The Offer is conditional, inter alia, on acceptances being received which, taken together with Clarity Shares acquired or agreed to be acquired, will result in Enigmatic Investments holding more than 50 per cent. of the voting rights in Clarity.

 

·; Enigmatic Investments will dispatch the Offer Document to Clarity Shareholders and, for information only, to holders of share options in Clarity as soon as practicable and, in any event, within 28 days of the date of this announcement.

 

Laurence McNairn, director of Enigmatic Investments Limited, commented:

 

" We hope that both the Board of Clarity and Clarity Shareholders carefully consider our all cash offer of 23p per share which, in the opinion of the directors of Enigmatic Investments, represents an attractive premium for shareholders of Clarity to realise their investment in full at a valuation that could take a considerable time to achieve while an independent company."

 

This summary should be read in conjunction with, and is subject to, the full text of this announcement and the Appendices. The Offer will be made subject to the conditions which are set out in Appendix I to this announcement and the full conditions and further terms to be set out in the Offer Document and (in respect of Clarity Shares held in certificated form) in the Form of Acceptance.

 

Enquiries:

 

Enigmatic Investments Limited Telephone: +44 (0) 1481 716000

Laurence McNairn

Mark Huntley

 

finnCap Telephone: +44 (0) 20 7220 0500

(Financial adviser and

corporate broker to Enigmatic Investments)

Marc Young or Ed Frisby

 

 

Further information

 

Appendix I sets out the conditions and certain further terms of the Offer.

 

Appendix II contains the sources and bases of certain information used in this summary and the following announcement.

 

Appendix III contains definitions of certain terms used in this summary and the following announcement.

 

finnCap, which is authorised and regulated in the United Kingdom by the Financial Services Authority for investment business activities, is acting exclusively as financial adviser and corporate broker to Enigmatic Investments and no one else in connection with the Offer and will not be responsible to anyone other than Enigmatic Investments for providing the protections afforded to clients of finnCap or for providing advice in relation to the Offer or any other matters referred to in this announcement.

 

This announcement is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of an offer to purchase or subscribe for any securities in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Offer Document, which will contain the full terms and conditions of the Offer (including details on how to accept the Offer). Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance or any other document by which the Offer is made. Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been despatched. This announcement does not constitute a prospectus or prospectus equivalent document.

 

Overseas Shareholders

 

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed is not the same as would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK. Unless otherwise determined by Enigmatic Investments or required by the Code and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of, any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by Enigmatic Investments or required by the Code and permitted by applicable law and regulation, copies of this announcement and any other related document are not being, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may make invalid any purported acceptance of the Offer by persons in any such jurisdiction.

 

The availability of the Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Persons who are subject to the laws of any jurisdiction other than the United

Kingdom should obtain professional advice and observe any applicable requirements.

 

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 no later than 3.30pm (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 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.

 

Opening Position Disclosure

 

Enigmatic Investments is, on the same date as the date of this announcement, disclosing the details required to be disclosed by it under Rule 8.1(a) of the Code.

 

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 Enigmatic Investments' website at www.enigmatic.gg by no later than 12.00 noon (London time) on 28 September 2011 and will remain available during the course of the Offer.

 

 

 

For immediate release

 

27 September 2011

 

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 or regulations of such jurisdiction

 

CASH OFFER

 

to acquire the entire issued and to be issued ordinary share capital of

 

CLARITY COMMERCE SOLUTIONS PLC

 

BY

 

ENIGMATIC INVESTMENTS LIMITED

 

1. Introduction

 

The board of Enigmatic Investments announces a cash offer to acquire the entire issued and to be issued ordinary share capital of Clarity not already owned by Enigmatic Investments.

Enigmatic Investments is a company newly incorporated in Guernsey that has been formed for the purpose of making the Offer. It is wholly-owned by BECAP Fund LP.

 

Enigmatic Investments will seek to discuss a recommendation of the Offer from the board of Clarity.

 

 

2. The Offer

 

The Offer, which will be subject to the terms and conditions which are set out below and in Appendix I to this announcement and to the full terms and conditions to be set out in the Offer Document and, in respect of Clarity Shares held in certificated form, in the Form of Acceptance, will be made by Enigmatic Investments on the following basis:

 

for each Clarity Share 23 pence in cash

 

The Offer values the entire issued ordinary share capital of Clarity at £9,528,282.

 

The Offer represents a premium of 51  per cent. to the Closing Price of 15.25 pence per Clarity Share on 26 September 2011, being the last Business Day prior to the date of this announcement.

 

Full details of the conditions to which the Offer is subject are set out in Appendix I to this announcement.

 

The Offer extends to all Clarity Shares unconditionally allotted or issued on the date of the Offer and any Clarity Shares which are unconditionally allotted or issued (including pursuant to the exercise of options granted under the Clarity Share Option Schemes) whilst the Offer remains open for acceptance or by such earlier date as Enigmatic Investments may, subject to the Code, determine, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances.

 

Pursuant to the Offer, the Clarity Shares will be acquired with full title guarantee fully paid and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights attaching to such Clarity Shares, including without limitation, voting rights and the right to receive all dividends and other distributions (if any) announced, declared, made or paid on or after the date of this announcement.

 

3. Background to and reasons for the Offer

 

In July 2011, BECAP Fund LP acquired control of DigiPoS Store Solutions Holdings Limited, which in turn owns and controls the DigiPoS trading group, a provider of electronic point of sale ("EPOS") systems. The DigiPoS trading group is a supplier of EPOS hardware and software and provides related installation services. The DigiPoS trading group, like Clarity, is headquartered in Basingstoke.

 

BECAP Fund LP, via its wholly owned vehicle, Enigmatic Investments, intends to invest further in the EPOS sector, with which it is familiar. The Board of Enigmatic Investments believe that the acquisition of Clarity would help each of DigiPoS and Clarity achieve greater scale and penetration in the EPOS sector internationally while adding new and complementary customer relations.

 

Enigmatic Investments has not carried out any due diligence on Clarity (other than a review of (i) the Annual Report and Accounts of Clarity for the year ended 31 March 2011; and (ii) public announcements released through a Regulatory Information Service) prior to the date of this announcement and intends, conditional upon the Offer becoming or being declared unconditional as to acceptances, to carry out a strategic review of Clarity's business and operations to be completed as soon as possible. This is likely to result in the combination of Clarity's business with that of DigiPoS' business to capitalize on the benefits of co-ordination and co-operation between the two businesses. Until such a review is completed, Enigmatic Investments cannot be certain as to what, if any, repercussions there will be on employment, the locations of Clarity's or DigiPoS' places of business or any redeployment of their fixed assets.

 

Full acceptance of the Offer will enable Clarity Shareholders to realise their entire investment for cash (without incurring dealing charges) at a price which represents a premium of approximately 51 per cent. to the Closing Price of 15.25 pence on 26 September 2011, being the last Business Day prior to the date of this announcement.

 

4. Strategic rationale for the Offer

 

Enigmatic Investments' interest in Clarity has been driven by the perceived quality of its software offering and its client base, strengths that Enigmatic Investments will look to build upon.

 

The Board of Enigmatic Investments believe that the investment case for the Offer is underpinned by the value to be derived from a combination of, or alliance between, Clarity and DigiPoS, and potentially other companies within the Wider Enigmatic Group.

 

The overarching ambition is to create a larger and more successful group than the basic sum of the parts of the separate businesses as they stand today.

 

Enhanced product offering

 

DigiPoS is engaged in independent development of software products and services for its existing markets. These markets are subject to fast-changing patterns of consumer behavior. There is therefore a moderate level of risk associated with a focus solely on internal research and development projects over long time periods.

 

Acquisition of Clarity by Enigmatic Investments offers an accelerated and lower risk means of achieving DigiPoS' strategic aim of improving its software offering and complementing its existing hardware products and services.

 

Enigmatic Investments considers that within the retail EPOS and mobile-commerce markets, a combined hardware and software offering (with support provision for each) is a strong proposition which could enhance the likelihood of winning bigger and potentially more profitable pieces of work for both businesses.

 

Cross-selling opportunities

 

The Board of Enigmatic Investments believe that Clarity's customer base and the industry segments served complement those of DigiPoS. The directors of Enigmatic Investments think it likely that there will be scope to extend the market reach of both businesses' products and technologies through either business co-operation or combination.

 

Potential synergies and cost savings

 

While no detailed analysis has been undertaken nor any firm opinions formed it is possible that an alliance between, or combination of, DigiPos and Clarity could lead to a rationalization of the premises the businesses are conducted from and the employees retained by the enlarged group. Initially, it is likely that any headcount reductions will be in duplicated management positions.

 

It is likely that there will be scope to increase the reach and efficiency of international coverage by both businesses. Initially this might be through re-seller agreements between DigiPoS and Clarity, with further development and integration possible in either the short or medium term.

 

Additionally, should Clarity cease to be traded on AIM it would no longer need to maintain a board of directors commensurate with that required by a quoted company.

 

Management and employees

 

The Board of Enigmatic Investments confirms that, upon the Offer becoming or being declared unconditional in all respects, the existing employment rights of all Clarity Group employees will continue to be fully safeguarded and their accrued rights to pensions benefits protected. While it is the intention of Enigmatic Investments to build a larger business in the EPOS marketplace and that currently Enigmatic Investments has no specific plans to make personnel changes, it is likely that some changes might be made.

 

5. Information on Enigmatic Investments

 

Enigmatic Investments is a company newly incorporated in Guernsey that has been formed for the purpose of making the Offer. It is wholly-owned by BECAP Fund LP.

 

BECAP Fund LP is managed by its general partner, BECAP GP LP, which is in turn managed by its general partner, BECAP GP Limited. Better Capital Limited's sole investment is in BECAP Fund LP and it is admitted to trading on the main market of the London Stock Exchange.

 

6. Financing of the Offer

 

Full acceptance of the Offer, assuming the acceptance of the Offer by all Clarity Shareholders, would result in the payment by Enigmatic Investments of £8,649,384, which will be provided from Enigmatic Investments' existing cash resources. Those cash resources have been provided to Enigmatic Investments by way of a loan from BECAP Fund LP.

 

The loan is for a principal amount of £10,500,000 for the purposes of funding the acquisition of some or all of the share capital of Clarity and is repayable on demand except that no demand may be made until the Offer lapses, terminates or is withdrawn or all obligations to pay Clarity Shareholders or option holders pursuant to the Offer have been satisfied in full. The loan is unsecured and is interest free until 31 December 2011 following which the BECAP Fund LP has the right to charge interest.

 

finnCap is satisfied that the necessary financial resources are available to Enigmatic Investments to satisfy the cash consideration due under the Offer in full. Further information on the financing of the Offer will be set out in the Offer Document.

 

7. Information on Clarity

 

Clarity was formed in 1993 and admitted to trading on AIM in July 2000 and is now an international supplier of software solutions for the hospitality, retail, leisure and entertainment sectors.

 

Clarity has grown both organically and via the acquisition of complementary businesses. In April 2006, Clarity acquired MATRA Systems, a global software and solutions provider to the retail sector.

 

8. Clarity Share Option Schemes

 

The Offer extends to any Clarity Shares which are unconditionally allotted or issued prior to the date on which the Offer closes (or such earlier date as Enigmatic Investments may, subject to the Code or with the consent of the Panel, determine) including any which are so unconditionally allotted or issued pursuant to the exercise of options or vesting of awards under the Clarity Share Option Schemes.

 

Enigmatic Investments will make appropriate proposals in due course to the extent that options or awards under the Clarity Share Option Schemes have not yet been exercised or vested, unless the Panel confirms that no such proposals are required.

 

9. Disclosure of interests in shares

 

Save for a total of 3,821,293 Clarity Shares held by Enigmatic Investments which represent, in aggregate, approximately 9.22 per cent. of Clarity's issued ordinary share capital, neither Enigmatic Investments, nor (so far as Enigmatic Investments is aware) any person acting, or deemed to be acting, in concert with Enigmatic Investments for the purposes of the Offer has:

 

(i) an interest in, or a right to subscribe for, Clarity Shares or in any securities convertible or exchangeable into Clarity Shares ("Relevant Clarity Securities");

 

(ii) any short position in Relevant Clarity Securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; or

 

(iii) borrowed or lent any Relevant Clarity Securities (except for any borrowed Shares which have been either on-lent or sold) or has any arrangement in relation to Relevant Clarity Securities.

 

For these purposes, "arrangement" includes indemnity or option arrangements and any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Clarity Securities which may be an inducement to deal or refrain from dealing in such securities. In the interests of secrecy prior to this announcement, Enigmatic Investments has not made any enquiries in this respect of certain parties which are or may be deemed to be acting in concert with it for the purposes of the Offer. If such enquiries, which are now being made, reveal any relevant additional interests, the same will be discussed with the Panel and, if appropriate, will be disclosed to Clarity Shareholders.

 

 

10. Compulsory acquisition, cancellation of trading and re-registration

 

If Enigmatic Investments receives acceptances under the Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent. or more in nominal value of the Clarity Shares to which the Offer relates and of the voting rights carried by those Clarity Shares and assuming that all of the other conditions of the Offer have been satisfied or waived (if capable of being waived), Enigmatic Investments intends to exercise its rights in accordance with sections 974 to 991 of the Companies Act to acquire compulsorily the remaining Clarity Shares on the same terms as the Offer.

 

Following the Offer becoming or being declared unconditional in all respects and subject to any applicable requirements of the AIM Rules, Enigmatic Investments intends to propose that Clarity applies to the London Stock Exchange for the cancellation of trading in the Clarity Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 20 Business Days after the Offer becomes or is declared unconditional in all respects, subject to satisfaction of the applicable requirements of the AIM rules. The cancellation of trading of Clarity Shares will significantly reduce the liquidity and marketability of any Clarity Shares not acquired by Enigmatic Investments.

 

It is also intended that, following the Offer becoming or being declared unconditional in all respects and, assuming the cancellation of trading of Clarity Shares on AIM, Clarity will be re-registered as a private company.

 

11. Anticipated timetable

 

Enigmatic Investments will dispatch the Offer Document to Clarity Shareholders and, for information only, to holders of share options under the Clarity Share Option Schemes as soon as practicable and, in any event, within 28 days of the date of this announcement.

 

12. General

 

There are no agreements or arrangements to which Enigmatic Investments is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a condition to the Offer.

 

Neither Enigmatic Investments nor any person acting in concert with Enigmatic Investments has any arrangement of the kind referred to in Note 6 of Rule 8 of the Code.

 

Your attention is drawn to the further information contained in the Appendices which form part of this announcement.

 

The conditions to the Offer and a summary of further terms in relation to the Offer set out in Appendix I to this announcement form part of, and should be read in conjunction with, this announcement.

 

Appendix III to this announcement contains definitions of certain terms used in this announcement.

 

The Offer will be subject to the applicable requirements of the Code.

 

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

 

Enquiries:

 

Enigmatic Investments Telephone: +44 (0)1481 716000

Laurence McNairn

Mark Huntley

 

finnCap Telephone: +44 (0) 20 7220 0500

(Financial adviser and

Corporate broker to to Enigmatic Investments)

Marc Young or Ed Frisby

 

Further information

 

Appendix I sets out the conditions and certain further terms of the Offer.

 

Appendix II contains the sources and bases of certain information uses in this announcement.

 

Appendix III contains definitions of certain terms used in this announcement.

 

finnCap, which is authorised and regulated in the United Kingdom by the Financial Services Authority for investment business activities, is acting exclusively as financial adviser and as corporate broker to Enigmatic Investments and no one else in connection with the Offer and will not be responsible to anyone other than Enigmatic Investments for providing the protections afforded to clients of finnCap or for providing advice in relation to the Offer or any other matters referred to in this announcement.

 

This announcement is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of an offer to purchase or subscribe any securities in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Offer Document, which will contain the full terms and conditions of the Offer (including details on how to accept the Offer). Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance or any other document by which the Offer is made. Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been despatched. This announcement does not constitute a prospectus or prospectus equivalent document.

 

Overseas Shareholders

 

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed is not be the same as would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK. Unless otherwise determined by Enigmatic Investments or required by the Code and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of, any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by Enigmatic Investments or required by the Code and permitted by applicable law and regulation, copies of this announcement and any other related document are not being, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may make invalid any purported acceptance of the Offer by persons in any such jurisdiction.

 

The availability of the Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Persons who are subject to the laws of any jurisdiction other than the United

Kingdom should obtain professional advice and observe any applicable requirements.

 

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 no later than 3.30pm (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 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.

 

Opening Position Disclosure

 

Enigmatic Investment is, on the same date as the date of this announcement, disclosing the details required to be disclosed by it under Rule 8.1(a) of the Code.

 

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 Enigmatic Investments' website at www.enigmatic.gg by no later than 12.00 noon (London time) on 28 September 2011 and will remain available during the course of the Offer.

 

 

APPENDIX I

 

Conditions and certain further terms of the Offer

 

 

1. Conditions of the Offer

 

The Offer will be subject to the following conditions:

 

1.1. valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on the first closing date of the Offer (or such later time(s) and/or date(s) as Enigmatic Investments may, with the consent of the Panel or in accordance with the Code, decide) in respect of Clarity Shares which, together with Clarity Shares acquired or agreed to be acquired before such time(s), will result in Enigmatic Investments and any person acting in concert with it holding Clarity Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Clarity, including (to the extent, if any, required by the Panel for this purpose) any such voting rights attaching to any Clarity Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise; and for this purpose shares which have been unconditionally allotted, whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise, shall be deemed to carry the voting rights which they will carry upon being registered in the register of members of Clarity;

 

1.2. no government or governmental, quasi‑governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, or any other body or person whatsoever in any jurisdiction (each an "Authority") having, without the consent or agreement of Enigmatic Investments, prior to the date when the Offer becomes otherwise unconditional in all respects, decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation, enquiry or reference, or made, proposed or enacted, any statute, regulation, decision or order, or taken any other steps which would or might reasonably be expected to:

 

1.2.1. require, prevent or delay the divestiture by the Wider Clarity Group or the Wider Enigmatic Group of all or a material portion of their respective businesses, assets or properties or impose any material limitation on the ability of any of them to conduct all or any material portion of their respective businesses or own all or any material portion of their respective assets or properties;

 

1.2.2. impose any limitation on, or result in a delay in, the ability of any member of the Wider Enigmatic Group directly or indirectly to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares in Clarity or on the ability of any member of the Wider Clarity Group or any member of the Wider Enigmatic Group to hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Clarity Group or to exercise management control over any such member of the Wider Clarity Group to an extent which is material in the context of the Offer;

 

1.2.3. require any member of the Wider Enigmatic Group to offer to acquire any shares or other securities or interest in any member of the Wider Clarity Group owned by any third party where such an acquisition would be material in the context of the Wider Clarity Group taken as a whole;

 

1.2.4. (a) make the Offer or its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control of, Clarity void, illegal, and/or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit or delay the same, or impose additional conditions or obligations with respect thereto, or (b) otherwise challenge, or require amendment of, the Offer to an extent which is material in the context of the Offer; or

 

1.2.5. otherwise adversely affect the business, assets or profits of any member of the Wider Enigmatic Group or any member of the Wider Clarity Group in a manner which is material in the context of the Wider Clarity Group or of the obligations of the members of the Wider Enigmatic Group in connection with the Offer in each case taken as a whole,

 

and all applicable waiting and other time periods during which any Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation or enquiry having expired or been terminated;

 

1.3. all necessary filings having been made in connection with the Offer and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in connection with the Offer or the acquisition by any member of the Wider Enigmatic Group of any shares or other securities in, or control of, Clarity and all necessary waiting periods under any applicable legislation or regulations of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals necessary or appropriate in respect of the Offer and the proposed acquisition of any shares or other securities in, or control of, Clarity by any member of the Wider Enigmatic Group having been obtained in terms and in a form satisfactory to Enigmatic Investments (acting reasonably) from all relevant Authorities or persons with whom any member of the Wider Clarity Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals, together with all authorisations, orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary to carry on the business of any member of the Wider Clarity Group, remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice of any intention to revoke or not to renew the same at the time at which the Offer becomes otherwise unconditional (where such revocation or failure to renew would be material in the context of the Wider Clarity Group, taken as a whole) and all necessary statutory or regulatory obligations in any relevant jurisdiction having been complied with in all material respects;

 

1.4. save as Disclosed, there being no provisions of any arrangement, agreement, licence, permit or other instrument to which any member of the Wider Clarity Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject and which, in consequence of the Offer, or the proposed acquisition of any shares or other securities in Clarity or because of a change in the control or management of Clarity or otherwise, could or might reasonably be expected to result, to an extent in each case, which would be material in the context of the Wider Clarity Group taken as a whole, in:

 

1.4.1. any monies borrowed by, or any other indebtedness (actual or contingent) of or grant available to, any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of such member to borrow monies or incur any indebtedness being withdrawn or inhibited;

 

1.4.2. the creation of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any such security (whenever arising or having arisen) becoming enforceable;

 

1.4.3. any such arrangement, agreement, licence, permit or instrument or the rights, liabilities, obligations or interests thereunder of any such member of the Wider Clarity Group being terminated or adversely modified or any action being taken or any obligation or liability arising thereunder that is material in the context of the offer;

 

1.4.4. any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

 

1.4.5. the rights, liabilities, obligations, interests or business of any such member in or with any firm or body or, in the case of a business any arrangements relating to such interest or business, being terminated or adversely modified or affected;

 

1.4.6. any such member ceasing to be able to carry on business under any name under which it presently does so;

 

1.4.7. the financial or trading position or prospects of any member of the Wider Clarity Group being prejudiced or adversely affected to an extent which is material in the context of the Offer; or

 

1.4.8. the creation of any material liability, actual or contingent, by any such member otherwise than in the ordinary course of business;

 

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit, or other instrument to which any member of the Wider Clarity Group is a party or by or to which any such member or any of its assets is bound, entitled or subject, would result in any of the events or circumstances as are referred to in sub‑paragraphs 1.4.1 to 1.4.8;

 

1.5. save as Disclosed, no member of the Wider Clarity Group since 31 March 2011 having:

 

1.5.1. issued or agreed to issue or authorised or proposed the issue or grant of additional shares of any class, or securities convertible into, or rights, warrants or options to subscribe for or acquire any such shares or convertible securities (save for options or awards granted on or before 31 March 2011 under the Clarity Share Option Schemes and for any Clarity Shares allotted upon exercise or vesting of such options);

 

1.5.2. other than to a wholly-owned member of the Clarity Group, recommended, declared, paid, made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

 

1.5.3. issued, authorised or proposed the issue of any debentures, save in the ordinary course of business, or incurred or increased any indebtedness or become subject to any contingent liability which is material in the context of the Wider Clarity Group as a whole;

 

1.5.4. entered into or offered to enter into (which remains open for acceptance) any contract, any reconstruction or amalgamation, any transaction or arrangement otherwise than in the ordinary course of business which in any such case is material in the context of the Wider Clarity Group as a whole;

 

1.5.5. entered into an agreement, contract, arrangement or commitment or passed any resolution or made any offer (which remains open for acceptance) with respect to any of the transactions or events referred to in this paragraph which in any such case is material in the context of the Wider Clarity Group as a whole;

 

1.5.6. entered into or materially varied or made an offer (which remains open for acceptance) to enter into or materially vary, the terms of any service agreement with any director, or (other than in the ordinary course of business) with any senior executive of the Clarity Group;

 

1.5.7. entered into or offered to enter into (which offer remains open for acceptance) any agreement which consents to the restriction of the scope of the business of any member of the Wider Clarity Group which is material in the context of the Wider Clarity Group or the Wider Enigmatic Group as a whole;

 

1.5.8. waived or compromised any material claim otherwise than in the ordinary course of business which is material in the context of the Wider Clarity Group taken as a whole;

 

1.5.9. entered into or varied or authorised, or offered (which offer remains open for acceptance) to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is restrictive to the businesses of any member of the Wider Clarity Group or which involves an obligation of such a nature or magnitude and which is material in the context of the Wider Clarity Group as a whole;

 

1.5.10. purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced, save in respect of the matters mentioned in sub‑paragraph 1.5.1 above, or made any other material change to any part of its share capital;

 

1.5.11. taken any corporate action or (to an extent which is material in the context of the Clarity Group taken as a whole) had any legal proceedings started or threatened against it for its winding‑up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

 

1.5.12. save for transactions between wholly‑owned members of the Clarity Group, merged with any body corporate or acquired or disposed of or demerged or transferred, mortgaged or charged or created any security interest over any material assets or any right, title or interest in any material asset (including shares in subsidiaries, associates and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage or charge or security interest or change in its loan capital, as aforesaid (other than in the ordinary course of business) which in any such case is material in the context of the Offer;

 

1.6. since 31 March 2011 and save as Disclosed:

 

1.6.1. there having been no adverse change in the business, assets, financial or trading position or profits of Clarity or any other member of the Wider Clarity Group in each case which is material in the context of the Wider Clarity Group taken as a whole;

 

1.6.2. there having been no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Clarity Group is or could reasonably be expected to become a party (whether as plaintiff or defendant or otherwise), no such proceedings having been threatened in writing against any member of the Wider Clarity Group and no investigation by an Authority against or in respect of any member of the Wider Clarity Group having been instituted, threatened or announced by or against or remaining outstanding in respect of any member of the Wider Clarity Group which in any such case might adversely affect any member of the Wider Clarity Group in any way which is material in the context of the Wider Clarity Group taken as a whole;

 

1.6.3. no contingent or other liability having arisen which would be reasonably likely materially and adversely to affect the Wider Clarity Group taken as a whole; or

 

1.6.4. no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Clarity Group which is necessary for the proper carrying on of its business and where such withdrawal, cancellation, termination or modification would be material in the context of the Wider Clarity Group, taken as a whole;

 

1.7. save as Disclosed, Enigmatic Investments not having discovered after the date of this announcement:

 

1.7.1. that any financial, business or other information concerning the Wider Clarity Group that is material in the context of the Offer as contained in the information publicly disclosed at any time by any member of the Wider Clarity Group, is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not materially misleading which has not been corrected and which is material in the context of the Wider Clarity Group taken as a whole;

 

1.7.2. that any member of the Wider Clarity Group is subject to any liability (contingent or otherwise) which is not disclosed in the Annual Report and Accounts of Clarity for the financial year ended 31 March 2011 and which is material in the context of the Wider Clarity Group taken as a whole;

 

1.7.3. that any past or present member of the Wider Clarity Group has not complied with any and all applicable laws and regulations of any relevant jurisdiction relating to an emission, disposal, discharge, deposit, spillage or leak of waste or hazardous or harmful substances on or about or from any land or property of any description or other asset now or previously owned, occupied or made use of by any past or present member of the Wider Clarity Group which non‑compliance would be reasonably likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider Clarity Group which would be material in the context of the Wider Clarity Group taken as a whole; and

 

1.7.4. that there is or is likely to be, for that or any other reason whatsoever, any liability (whether actual or contingent) of any past or present member of the Wider Clarity Group to or requirement to make good, repair, reinstate or clean‑up any property now or previously owned, occupied or made use of by any past or present member of the Wider Clarity Group which is material in the context of the Wider Clarity Group taken as a whole.

 

 

2. Certain further terms of the Offer

 

Enigmatic Investments reserves the right to waive all or any of conditions 1.2 to 1.7 (inclusive) above, in whole or in part. Except with the consent of the Panel the Offer will lapse unless conditions 1.2 to 1.7 (inclusive) of the Offer set out above are fulfilled or, if capable of waiver, waived or, where appropriate, have been determined by Enigmatic Investments in its opinion to be or to remain satisfied by midnight on the date which is 21 days after the later of the first closing date of the Offer and the date on which condition 1.1 is satisfied. Enigmatic Investments shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled or satisfied any of the conditions 1.2 to 1.7 inclusive by any date earlier than the latest date specified above for fulfilment or satisfaction of that condition notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled or satisfied and that there are at such earlier date no earlier circumstances indicating that any such conditions may not be capable of fulfillment or satisfaction.

 

If Enigmatic Investments is required by the Panel to make an offer for Clarity Shares under the provisions of Rule 9 of the Code, Enigmatic Investments may make such alterations to the conditions as are necessary to comply with the provisions of that Rule.

 

The Offer will lapse (unless otherwise agreed by the Panel) if it is referred to the Competition Commission in the United Kingdom before 1.00 p.m. (London time) on the first closing date of the Offer or the date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later.

 

If the Offer lapses, the Offer will cease to be capable of further acceptance and persons accepting the Offer and Enigmatic Investments shall thereupon cease to be bound by acceptances delivered on or before the date on which the Offer so lapses.

 

Clarity Shares acquired under the Offer will be acquired with full title guarantee, fully paid and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any), announced, declared, made or paid on or after the date of this announcement. Accordingly, insofar as a dividend and/or a distribution and/or a return of capital is proposed, declared, made, paid or payable by Clarity in respect of a Clarity Share on or after the date of this announcement, the price payable under the Offer in respect of a Clarity Share will be reduced by the amount of the dividend and/or distribution and/or return of capital except insofar as the Clarity Share is or will be transferred pursuant to the Offer on a basis which entitles Enigmatic Investments alone to receive the dividend and/or distribution and/or return of capital and to retain it. To the extent that a reduction in the price payable pursuant to the Offer in respect of a Clarity Share is to apply in respect of a dividend and/or distribution and/or return of capital but that reduction in price has not been effected, the person to whom the Offer Price is paid in respect of that Clarity Share will be obliged to account to Enigmatic Investments for the amount of such dividend or distribution or return of capital.

 

This Offer will be governed by English law and will be subject to the jurisdiction of the English courts and the conditions set out above and those terms which will be set out in the Offer Document and in the Form of Acceptance.

 

 

APPENDIX II

 

Sources and bases of information

 

In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:

 

(a) the historical share price on any particular date is sourced from the Closing Price for that date;

 

(b) the number of Clarity Shares in issue is based upon the disclosure by Clarity on 6 August 2010 and the Clarity annual report for the year ended 31 March 2011, that it has 41,427,314 Clarity Shares in issue;

 

(c) references to a percentage of Clarity Shares are based on the number of Clarity Shares in issue as set out at paragraph (b); and

 

 

(d) financial information in relation to Clarity has been extracted from the relevant published annual report and accounts of Clarity and/or public statements made by Clarity.APPENDIX III

 

Definitions

 

The following definitions apply throughout this announcement, unless the context otherwise requires:

 

"AIM"

the AIM market operated by the London Stock Exchange;

 

"AIM Rules"

the AIM Rules for Companies, published by the London Stock Exchange;

 

"BECAP Fund LP"

a Guernsey limited partnership established on 23 November 2009 and registered in Guernsey as a limited partnership on 25 November 2009 (registration number 1242);

 

"Board of Enigmatic Investments"

 

the board of directors of Enigmatic Investments as at the date of this announcement;

 

"Board" or "Board of Clarity" or "Clarity Directors"

 

the board of directors of Clarity as at the date of this announcement;

 

"Business Day"

 

a day (other than a Saturday, a Sunday or public holiday) on which banks are generally open for business in the City of London for the transaction of all normal sterling banking business;

"Clarity"

 

Clarity Commerce Solutions plc, a company registered in England and Wales under number 03914814;

 

"Clarity Annual Report and Accounts"

 

the audited annual consolidated financial statements of the Clarity Group for the financial year ended 31 March 2011;

"Clarity Group"

 

Clarity and its subsidiary undertakings;

"Clarity Share Option Schemes"

means the Approved EMI Share Option Scheme, the Senior Executive Share Option Scheme 2010 and the Clarity Commerce Solutions plc Incentive Plan (as referred to in the Clarity Annual Report and Accounts);

 

"Clarity Share Options"

the options over Clarity Shares granted under the Clarity Share Option Schemes;

 

"Clarity Shares"

 

the existing unconditionally allotted and issued and fully paid ordinary shares of 25 pence each in the capital of Clarity and any further ordinary shares of 25 pence each in the capital of Clarity which are unconditionally allotted and issued and fully paid before the date on which the Offer closes or before such earlier date as Enigmatic Investments (subject to the Code) may determine, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances;

 

"Clarity Shareholders"

the holders of Clarity Shares;

 

"Closing Price"

 

the closing middle market quotation of a Clarity Share as derived from the AIM Appendix to the Daily Official List;

"Code"

the City Code on Takeovers and Mergers of the United Kingdom;

 

"Companies Act"

 

the Companies Act 2006 (as amended);

"Disclosed"

(i) as disclosed in the annual report and accounts of Clarity for the year ended 31 March 2011; or (ii) publicly announced by Clarity (by the delivery of an announcement through a Regulatory Information Service) prior to the date of this announcement;

 

"Enigmatic Investments"

Enigmatic Investments Limited, a company registered in Guernsey under number 53730;

 

"Form of Acceptance"

the form of acceptance relating to the Offer which will be distributed with the Offer Document;

"finnCap"

finnCap Limited, financial adviser to Enigmatic Investments;

 

"Listing Rules"

the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000 and contained in the publication of the same name;

 

"London Stock Exchange"

London Stock Exchange plc;

 

"Offer"

the proposed offer to be made by Enigmatic Investments to acquire all of the issued and to be issued Clarity Shares not already owned by Enigmatic Investments on the terms and conditions to be set out in the Offer Document and where the context permits any subsequent revision, variation, extension or renewal thereof;

 

"Offer Document"

 

the document to be published containing the Offer;

 

"Offer Price"

23 pence per Clarity Share;

 

"Panel"

The Panel on Takeovers and Mergers of the United Kingdom;

 

"Regulatory Information Service"

 

any of the services set out in Appendix 3 to the Listing Rules;

"Restricted Jurisdiction"

any jurisdiction where the relevant action would constitute a violation of the relevant laws and regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Enigmatic Investments regards as unduly onerous;

 

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland;

 

"Wider Clarity Group"

Clarity , any subsidiary and associated undertakings of Clarity and any other undertakings in which Clarity and any such subsidiary and associated undertakings (aggregating their interests) have a significant interest; and

 

"Wider Enigmatic Group"

Enigmatic , any parent, subsidiary and associated undertakings of Enigmatic, any subsidiary undertakings of any parent undertakings of Enigmatic and any subsidiary undertakings in which Enigmatic and any such subsidiary and associated undertakings (aggregating their interests) have a significant interest.

 

 

All references to legislation in this announcement are to English legislation unless the contrary is indicated.

 

Any reference to any provision of any legislation shall include any amendment, modification, re‑enactment or extension thereof.

 

For the purposes of this announcement, "parent undertaking", "subsidiary undertaking", "subsidiary," "associated undertaking" and "undertaking" have their meanings under the Companies Act.

 

References to "£", "pounds sterling" and "pence" are to the lawful currency of the United Kingdom.

 

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

 

All times referred to in this announcement are to London times unlessotherwise specified.

 

END.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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