Corpus Resources PLC Regulatory News (COR)

5 Apr 2006 17:36

Planet Acquisitions Limited05 April 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITEDSTATES, AUSTRALIA, CANADA OR JAPAN 5 April 2006 PLANET ACQUISITIONS LIMITED A COMPANY FORMED AT THE DIRECTION OF 3i INCREASED CASH OFFER FOR CHORION PLC Planet Acquisitions announces an increase in its cash offer for Chorion to 430pence per Chorion share. The increased cash offer is to be implemented by way ofscheme of arrangement. This represents a premium of 1.2 per cent. to the Planet Acquisitions offer of425 pence per Chorion Share announced on 23 February 2006 and a premium of 33.5per cent. to the closing price of 322.2 pence per Chorion Share on 21 February2006, being the last Business Day prior to the announcement of a possible offerfor Chorion. Planet Acquisitions remains convinced of the compelling commercial logic of itsoffer for Chorion and continues to be committed to its successful completion. 3i Investors have purchased 4,116,715 Chorion Shares, representing approximately16.1 per cent of the entire existing issued ordinary share capital of Chorion,at a price of 430 pence per Chorion Share. The shares have been purchased fromfunds managed by SVG Investment Managers Limited (2,992,000 Chorion Shares,representing approximately 11.7 per cent. of Chorion's existing issued ordinaryshare capital) and Nigel Wray (1,124,715 Chorion shares, representing 4.4 percent. of Chorion's existing issued ordinary share capital). SVG InvestmentManagers Limited and Nigel Wray had previously given irrevocable undertakings toPlanet Acquisitions which have now fallen away as a result of the sharepurchases. 3i Investors and the Management Team now have a combined holding of 5,336,911Chorion Shares, representing approximately 20.9 per cent. of the existing issuedordinary share capital of Chorion. Planet Acquisitions has entered into certainconditional arrangements with the Management Team to acquire all of the ChorionShares held by them or their connected persons, representing approximately 4.8per cent. of the existing issued ordinary share capital of Chorion. Following the share purchases from SVG Investment Managers Limited and NigelWray, Planet Acquisitions has irrevocable undertakings to vote in favour of theProposals at the Court Meeting to approve the Scheme from Chorion Shareholders(including the Independent Directors) in respect of, in aggregate, 4,446,844Chorion Shares, representing approximately 22.6 per cent. of the entire issuedordinary share capital of Chorion entitled to vote at the Court Meeting. Theseirrevocable undertakings are from John Llewellyn-Lloyd, Artemis InvestmentManagement Limited, Montanaro and UBS Global Asset Management (UK) Limited. Theirrevocable undertakings cease to be binding under certain circumstances, as setout in the document posted to Chorion Shareholders on 28 February 2006 (the "Scheme Document"). Planet Acquisitions is proposing to implement the increased offer by way ofamending the original Scheme. As previously announced by Chorion, the CourtMeeting and EGM of shareholders of Chorion convened in connection with theScheme have been adjourned so as to allow other potential offerors a limitedperiod of time to consider whether or not they intend to put forward a formaloffer for Chorion. Chorion Shareholders will be given not less than seven cleardays notice of the revised time, date and venue of the adjourned meetings whichwill take place to consider the increased offer. The increased cash offer is a revision to the terms of the original recommendedproposals in respect of the Chorion Shares (the "Revised Proposals"). With theexception of the price, the Revised Proposals are subject to the same terms andconditions which apply to the original Scheme.Planet Acquisitions reserves theright to elect to implement the increased offer by way of a takeover offer. Insuch event, such offer will be implemented on the same terms (subject toappropriate amendments, including (without limitation) an acceptance conditionset at 90 per cent. of the shares to which such offer relates), so far asapplicable, as those which would apply to the Scheme. A supplemental to the Scheme Document containing further details of the RevisedProposals is expected to be sent to Chorion Shareholders shortly. Terms defined in the Scheme Document have the same meanings in thisannouncement. Enquiries:3i Telephone: +44 (0) 20 7928 3131Chris WilliamsInaki Echave UBS Investment Bank Telephone: +44 (0) 20 7567 8000Jonathan RowleyJames Simpson Maitland (3i PR enquiries) Telephone: +44 (0) 20 7379 5151Colin BrowneLiz Morley Chorion is a leading brand development and management business which owns andexploits crime and children rights, generating revenue through the licensing andmerchandising of toys, publishing of books and TV. The Chorion portfolioincludes classic brands such as Noddy, Mr. Men, Famous Five and other Blytoncharacters, Agatha Christie (Miss Marple and Poirot), Simenon (Maigret) andChandler (Marlowe). 3i is a world leader in private equity and venture capital and invests acrossEurope, the United States and Asia. 3i was established in 1945, listing on theLondon Stock Exchange in 1994. It is a constituent of the FTSE 100 index. 3imanages over £6.2 billion of assets (as at 31 March 2005) comprising its ownbalance sheet of around £4.3 billion and private equity limited partnerships of£1.9 billion, invested alongside 3i. Recent investments made by 3i include NCP,the UK's leading parking services company, Giochi Preziosi, the leading Italiantoy company, Daalderop, a leading supplier of innovative heating equipment inthe Netherlands and NordNav, a Swedish company which develops next generationglobal navigation satellite systems. 3i has identified media as a key area offocus and is Europe's most active private equity investor in the European mediasector. Recent transactions in the media sector include Yellow Brick Road,Hallmark Channel's international TV assets, Trinity Mirror's Northern Irishnewspapers, Boxer TV in Scandinavia, 1-2-3 TV in Germany, Poliris in France andNimbus in India. The availability of the Proposals or the distribution of this Announcement topersons who are not resident in the UK may be affected by the laws of therelevant jurisdictions in which they are located. Persons who are not residentin the UK should inform themselves of, and observe, any applicable requirements. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Announcement contains certain forward-looking statements with respect tothe financial condition, results of operations and business of Chorion andcertain plans and objectives of the boards of Chorion and Planet Acquisitionswith respect thereto. These forward-looking statements can be identified by thefact that they do not relate only to historical or current facts.Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could", or other words of similar meaning. These statements arebased on assumptions and assessments made by the boards of Chorion and PlanetAcquisitions in light of their experience and their perception of historicaltrends, current conditions, expected future developments and other factors theybelieve appropriate. By their nature, forward-looking statements involve riskand uncertainty, because they relate to events and depend on circumstances thatwill occur in the future and the factors described in the context of suchforward-looking statements in this Announcement could cause actual results anddevelopments to differ materially from those expressed in or implied by suchforward-looking statements. Although Chorion and Planet Acquisitions believethat the expectations reflected in such forward-looking statements arereasonable, Chorion and Planet Acquisitions can give no assurance that suchexpectations will prove to have been correct and Chorion and Planet Acquisitionstherefore caution you not to place undue reliance on these forward-lookingstatements which speak only as at the date of this Announcement. The Proposals will not be available, directly or indirectly, in or into and willnot be capable of acceptance, approval or participation in or from the UnitedStates, Canada, Australia or Japan. In addition, it is not currently intendedthat the Proposals will be made, directly or indirectly, in or into, or by useof the mails or by any means or instrumentality (including, without limitation,by means of telephone, facsimile, telex, internet or other forms of electroniccommunication) of interstate or foreign commerce of, or by any facilities of anational securities exchange of, the United States and it is not currentlyintended that the Proposals will be capable of acceptance by any such use,means, instrumentality or facility or from within the United States.Accordingly, copies of this announcement are not being, and must not be, mailedor otherwise forwarded, distributed or sent in, into or from the United States.Custodians, nominees and trustees should observe these restrictions and shouldnot send or distribute the announcement in or into the United States, Canada,Australia or Japan. 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 Chorion, all "dealings" in any "relevant securities" ofChorion (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 p.m. (London time) on the business day following the date of therelevant transaction. This requirement will continue until the Effective Dateof the Scheme (or such later date(s) as the Panel may specify). If two or morepersons act together pursuant to an agreement or understanding, whether formalor informal, to acquire an "interest" in "relevant securities" of Chorion, theywill 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 "relevantsecurities" of Chorion by Planet Acquisitions or Chorion, or any of theirrespective "associates", must also be disclosed by no later than 12.00 noon(London time) on the business day following the date of the relevanttransaction. A disclosure table, giving details of the companies whose "relevant securities"and "dealings" should be disclosed, and the number of securities in issue, canbe found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a dealing under Rule 8, you should consult the Panel. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk orcontact the Panel on telephone number +44 (0) 20 7638 0129; fax number +44 (0)20 7236 7013. UBS Limited ("UBS" or "UBS Investment Bank") is acting exclusively for 3i andPlanet Acquisitions and no one else in connection with the Proposals and willnot be responsible to anyone other than 3i and Planet Acquisitions for providingthe protections afforded to clients of UBS Limited nor for providing advice inrelation to the Proposals, the content of this Announcement, or any matterreferred to herein. KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulatedby the Financial Services Authority for investment business activities, isacting exclusively for the Management Team as financial adviser in relation tothe Proposals and is not acting for any other person in relation to suchProposals. KPMG Corporate Finance will not be responsible to anyone other thanthe Management Team for providing the protections afforded to its clients or forproviding advice in relation to the contents of this Announcement or any matterreferred to herein. This information is provided by RNS The company news service from the London Stock Exchange