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Offer Update and Offer Extension

20 Oct 2011 07:00

RNS Number : 5104Q
Enigmatic Investments Limited
20 October 2011
 



20 October 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

 

OFFER EXTENSION AND OFFER UPDATE

Offer for Clarity Commerce Solutions plc extended until 1.00 p.m. on 2 November 2011.

Enigmatic Investments ("Enigmatic Investments") announces that its Offer, which remains subject to the terms and the condition set out or referred to in the Offer Document posted to Clarity Commerce Solutions plc ("Clarity") shareholders on 28 September 2011, is extended to, and will remain open for acceptance until, 1.00pm on 2 November 2011 (the "Second Closing Date").

Acceptance Condition

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 (the "Acceptance Condition").

Level of Acceptance

 

As at 1.00 p.m. on 19 October 2011, being the first closing date, Enigmatic Investments had received valid acceptances in respect of 1,326,976 Clarity shares, representing approximately 3.2 per cent. of the issued share capital of Clarity. None of the acceptances were received from persons acting in concert with Enigmatic Investments or were in respect of Clarity Shares which were subject to an irrevocable commitment or a letter of intent procured by Enigmatic Investments or any of its associates (no such irrevocable commitment or letter of intent having been procured).

In addition, Enigmatic Investments holds a further 4,595,501 Clarity Shares, representing approximately 11.09 per cent. of the issued share capital of Clarity, all of which count towards satisfaction of the Acceptance Condition.

Accordingly, as at 1.00 p.m. on 19 October 2011, Enigmatic Investments either owned or had received valid acceptances of its Offer which it may count towards the satisfaction of the Acceptance Condition in respect of a total of 5,922,477 Clarity Shares representing, in aggregate, approximately 14.29 per cent. of the issued share capital of Clarity.

Clarity Shareholders who have not accepted the Offer are urged to do so as soon as possible and in any event by 1.00 p.m. on 2 November 2011.

Interests in relevant securities

Save for the interests set out above, as at the date of this announcement, neither Enigmatic Investments, nor any of the Directors of Enigmatic Investments, nor, so far as the Directors of Enigmatic Investments are aware, any person acting in concert (within the meaning of the Code) with Enigmatic Investments for the purposes of the Offer, has any interest in, right to subscribe for, or has borrowed or lent any Clarity Shares (including pursuant to any long exposure, whether conditional or absolute, to changes in the prices of securities) or holds any options (including traded options) in respect of or has any right to acquire any Clarity Shares or derivatives referenced to Clarity Shares ("Clarity Securities"), nor does any such person have any short position (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 in relation to Clarity Securities.

Unless expressly defined in this announcement, defined terms used in this announcement shall have the same meanings as set out in the Offer Document.

Enquiries:

Enigmatic Investments Limited

Telephone: +44 (0) 1481 716000

Laurence McNairn or Mark Huntley

 

 

finnCap

(Financial adviser and corporate broker to Enigmatic Investments)

Telephone: +44 (0) 20 7220 0500

Marc Young or Ed Frisby

 

 

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 is made solely through the Offer Document, which contains 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. 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 is 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 is 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.

 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 21 October 2011 and will remain available during the course of the Offer.

 

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