16 Dec 2011 07:14
Oval (2245) Limited
Revised Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Oval (2245) Limited ("Oval")
Cash Offer forCosalt Plc ("Cosalt")
16 December 2011
Revised Cash Offer for Cosalt
David Ross announces that he today acquired 40,957,000 Cosalt Shares, representing approximately 10.13 per cent. of the existing share capital of Cosalt, from a single shareholder, at a price of 0.2 pence per Cosalt Share. Under the Code David Ross is deemed to be acting in concert with Oval as he owns 100 per cent. of Oval.
Pursuant to Rule 6.2 of the City Code, Oval is therefore pleased to announce a revised cash offer for Cosalt of 0.2 pence per Cosalt Share (the "Revised Offer").
At 0.2 pence per Cosalt Share the Revised Offer represents:
·; a discount of approximately 74.35 per cent. to the closing price of 0.78 pence for each Cosalt Share on 16 November 2011, being the last business day prior to the commencement of the offer period;
·; a discount of approximately 42.85 per cent. to the closing price of 0.35 pence for each Cosalt Share on 28 November 2011, being the last business day prior to the publication of the initial offer document; and
·; a premium of approximately 14.29 per cent. to the closing price of 0.175 pence for each Cosalt Share on 15 December 2011, being the last business day prior to the publication of this announcement
The offer values the entire issued and to be issued ordinary share capital of Cosalt at approximately £800,000 and implies an enterprise value of approximately £ 14.8 million.
Levels of Acceptance
Prior to today's announcement, Oval or interests of David Ross owned or had received irrevocable undertakings for 135,274,987 Cosalt Shares, representing approximately 33.45 per cent. of the existing issued share capital of Cosalt. As at 15 December 2011, Oval had received valid acceptances for its Offer in respect of 834,221 Cosalt Shares representing approximately 2.57 per cent. of the issued share capital of Cosalt.
Accordingly, Oval now either owns or owns through the interests of David Ross or has received irrevocable undertakings or has received valid acceptances in respect of the total of 177,066,208 Cosalt Shares representing, in aggregate, approximately 46.15 per cent. of the issued share capital of Cosalt.
Revised offer document
A Revised Offer Document containing further terms of the Revised Offer will be sent to Cosalt Shareholders shortly. The Revised Offer will remain open for a period of not less than two weeks following the date on which the Revised Offer Document is posted.
Acceptance of the Revised Offer
Cosalt Shareholders who wish to accept the Revised Offer and have not yet done so through acceptance of the Offer are urged to do so in the manner set out in the Offer Document and, if they hold Cosalt Shares in certificated form, deliver a Form of Acceptance in accordance with the instructions set out thereon and in the Revised Offer Document as soon as practicable and in any event by no later than the final closing date, which will be set out in the revised offer document that will be posted to Cosalt Shareholders shortly.
Previous acceptors of the Offer
Cosalt Shareholders who have already accepted the Offer will obtain the benefit of, and be deemed to have accepted, the Revised Offer. Such Cosalt Shareholders need take no further action (assuming its Form(s) of Acceptance have been delivered valid and complete in all respects).
Further information
Copies of the Revised Offer Document and the Form of Acceptance are available (during normal business hours) from Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. In addition, any Cosalt Shareholder can obtain an electronic copy via email from Capita Registrars. Details for telephoning Capita Registrars from outside the United Kingdom are set out below.
If you have any questions as to how to complete the Form of Acceptance (or wish to request additional Forms of Acceptance) or as to how to make an Electronic Acceptance, please contact Capita Registrars on 0871 664 0321 or +44 20 8639 3399 (if telephoning from outside the United Kingdom) between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding United Kingdom public holidays) or at the address set out above.
A copy of all announcements by Oval and the Offer Document are available on: www.cosalt.com.
Terms used in this announcement shall have the meaning given to them in the Offer Document.
Enquiries:
WH Ireland (financial adviser to Oval)
James Joyce Tel: +44 (0) 20 7220 1666
Evolution Securities (financial adviser to Cosalt)
Joanne Lake / Peter Steel Tel: +44 (0) 113 243 1619
RLM Finsbury (PR adviser to Oval)
James Leviton Tel: +44 (0) 20 7251 3801
Cardew Group (PR adviser to Cosalt)
Tim Robertson / Sophie Leigh-Pemberton Tel: +44 (0) 20 7930 0777
This announcement is not intended to and does not constitute, or form part of, an offer to sell or invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Revised Offer or otherwise, nor will there be any purchase or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law or regulation. The Revised Offer will be made solely through the Revised Offer Document and, in the case of certificated Cosalt Shares, the Form of Acceptance accompanying the Revised Offer Document, which will contain the full terms and conditions of the Revised Offer, including details of how to accept the Revised Offer. Any acceptance or other response to the Revised Offer should be made only on the basis of the information in such documents.
WH Ireland, which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting exclusively for Oval in connection with the Revised Offer and for no one else and will not be responsible to anyone other than Oval for providing the protections afforded to its clients or for providing advice in relation to the Revised Offer.
Evolution Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting exclusively for Cosalt in connection with the Revised Offer and will not be responsible to anyone other than Cosalt for providing the protection afforded to clients of Evolution Securities or for providing advice in relation to the Revised Offer.
The availability of the Revised Offer to persons who are not resident in the UK may be affected by the laws of the relevant jurisdictions. Persons who are not so resident should inform themselves about, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Revised Offer Document.
The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and/or regulations of jurisdictions outside the UK.
Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement
and/or the Revised Offer Document and/or any other related document to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of that jurisdiction.
To the extent permitted by applicable law and in accordance with normal UK practice, Oval, or its nominee or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Cosalt Shares other than pursuant to the Revised Offer, such as in open market or privately negotiated purchases during the period in which the Revised Offer remains open for acceptance. Such purchases, or arrangements to purchase, must comply with English law, the City Code, the AIM Rules and other applicable law.
The directors of Oval and Cosalt accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Oval and Cosalt (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
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) 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 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 an offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree 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 p.m. (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 company 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 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.