CHW.L Regulatory News (CHW)

23 Sep 2009 11:11



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JERSEY, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

23 September 2009

Chime Communications plc

Recommended Share Offer for Essentially Group Limited

Additional undertaking to accept the Offer

On 22 September 2009, the Boards of Chime and Essentially announced that they have reached agreement on the terms of a recommended share offer to be made by Chime to acquire the whole of the issued and to be issued share capital of Essentially.

In addition to the irrevocable undertakings and letters of intent described in the announcement on 22 September 2009 (the "Rule 2.5 Announcement"), Chime has received an additional undertaking to accept the Offer from Novatrust Limited ("Novatrust"), as trustee to the Essentially Group Employee Benefit Trust, in respect of 4,119,767 Essentially Shares representing approximately 1.83 per cent. of the existing issued share capital of Essentially.

Accordingly, Chime has now received, in aggregate, undertakings or letters of intent to accept the Offer in respect of 122,081,057 Essentially Shares, representing 54.10 per cent of the existing issued share capital of Essentially.

Novatrust's undertaking to accept the Offer will cease to be binding if a person other than Chime, a subsidiary of Chime or any person acting in concert with Chime announces, at or prior to 11.59 pm on the seventh day after the date of posting of the Offer Document, a firm intention to make an offer to acquire the entire issued and to be issued share capital of Essentially, provided the value of the consideration represents, in the reasonable opinion of Cenkos, an improvement of at least 10 per cent. per share in Essentially over the value of the consideration available under the Offer.

Terms in this announcement shall have the same meaning as set out in the Rule 2.5 Announcement.

Enquiries:

This announcement is not intended to, and does not, constitute or form any part of an offer to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of an offer to purchase or subscribe for any securities pursuant to the Offer or otherwise.  The Offer will be made through the Offer Document and, in respect of Essentially Shares held in certificated form, the Form of Acceptance, which will 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, in respect of Essentially Shares held in certificated form, the Form of Acceptance. Chime also intends to publish a prospectus in connection with the Offer. The New Chime Shares are not being offered to the public by means of this announcement and this announcement does not constitute a prospectus. Essentially Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been dispatched.

EPL Advisory, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Chime and no one else in connection with the Offer and will not be responsible to anyone other than Chime for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the matters described in this announcement or any transaction or arrangement referred to herein.

Numis, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Chime and no one else in connection with the Offer and will not be responsible to anyone other than Chime for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the matters described in this announcement or any transaction or arrangement referred to herein.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Chime or Essentially, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.  If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Chime or Essentially, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Chime or Essentially by Chime or Essentially, or by any of their respective "associates", must be disclosed by no later than 12.00 noon on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.