10 Jan 2012 07:00
Oval (2245) Limited
10 January 2012
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 OF SUCH JURISDICTION
RECOMMENDED INCREASED OFFER
for
Cosalt plc ("Cosalt")
by
Oval (2245) Limited ("Oval")
RECOMMENDED INCREASED OFFER DECLARED WHOLLY UNCONDITIONAL
Oval announces that as at 1.00 p.m. on 9 January 2012, it had received valid acceptances under the Recommended Increased Offer in respect of 41,182,848 Cosalt Shares, representing approximately 10.18 per cent. of the existing issued ordinary share capital of Cosalt.
Prior to today's announcement, David Ross owned 175,987,779 Cosalt Shares, representing approximately 43.52 per cent. of the existing issued share capital of Cosalt.
Accordingly, Oval now either owns itself or through the interests of David Ross (acting in concert with Oval) or has received valid acceptances which it may count towards the satisfaction of the acceptance condition to the Recommended Increased Offer in respect of 217,170,627 Cosalt Shares (of which 74,032,710 Cosalt Shares were acquired from Lynchwood Nominees Limited and were the subject of an irrevocable undertaking) representing, in aggregate, approximately 53.7 per cent. of the issued share capital of Cosalt.
The Recommended Increased Offer has therefore been declared unconditional in all respects.
The Recommended Increased Offer will however remain open for acceptance until 1.00 p.m. on 31 January 2012.
Settlement
Settlement of the consideration to which any Cosalt Shareholder is entitled under the Recommended Increased Offer will be despatched (in the manner set out in, and subject to the provisions of, paragraph 15 of Part II of the Original Offer Document) to validly accepting Cosalt Shareholders or credited to CREST accounts as appropriate (i) in the case of acceptances received, valid and complete in all respects, within 14 days of 9 January 2012, or (ii) in the case of acceptances received, valid and complete in all respects, after such date but while the Recommended Increased Offer remains open for acceptance, within 14 days of such receipt.
If you hold your Cosalt Shares in certificated form (that is, not in CREST), and wish to accept the Recommended Increased Offer the Form of Acceptance (enclosed with the Recommended Increased Offer Document) must be completed and returned by post, together with the relevant share certificate(s) and/or other documents of title, in the enclosed reply-paid envelope or by hand (during normal business hours only) to Capita Registrars at Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and in any event so as to be received no later than 1.00 p.m. on 31 January 2012.
If you hold your Cosalt Shares in uncertificated form (that is, in CREST), acceptances should be made electronically through CREST so that the TTE Instruction settles no later than 1.00 p.m. on 31 January 2012 by following the procedure set out in Part II of the Original Offer Document. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your sponsor will be able to send the necessary TTE Instruction to Euroclear.
Compulsory acquisition, de-listing and cancellation of admission to trading of Cosalt Shares
If Oval receives acceptances under the Recommended Increased Offer in respect of, and/or otherwise acquires 90 per cent. or more of the Cosalt Shares then Oval intends to exercise its rights in pursuant of sections 974 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily any outstanding Cosalt Shares not acquired or agreed to be acquired pursuant to the Recommended Increased Offer or otherwise.
As previously notified, now that the Recommended Increased Offer has gone unconditional in all respects it is also the intention of the Company to convene a general meeting of Cosalt Shareholders to seek a delisting of Cosalt Shares and cancellation of Cosalt's admission to the Main Market of the London Stock Exchange.
The cancellation of the trading of the Cosalt Shares will significantly reduce the liquidity and marketability of any Cosalt Shares not assented to the Recommended Increased Offer and their value may be affected in consequence as there will be no market facility for dealing Cosalt Shares.
It is also proposed that Oval will seek to procure the re-registration of Cosalt as a private limited company under the relevant provisions of the Companies Act 2006.
Terms defined in the Offer Document and the Recommended Increased Offer Document have the same meaning in this document.
Enquiries:
WH Ireland (financial adviser to Oval)
James Joyce / James Bavister 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
WH Ireland Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Oval and for no one else in connection with the Recommended Increased Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Oval for providing the protections afforded to clients of WH Ireland Limited, or for giving advice to any other person in relation to the Recommended Increased Offer, the contents of this announcement or any other matter referred to herein.
This announcement is not intended to and does not constitute an offer to sell, or form part of, or constitute the solicitation of an offer to purchase or subscribe for or an invitation to purchase, any securities.
This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the Recommended Increased Offer Document. The Recommended Increased Offer is being made solely through the Recommended Increased Offer Document (as amended by this announcement) and the accompanying Form of Acceptance, which contains the full terms and conditions of the Offer, including details of how to accept the Recommended Increased Offer. Please read carefully the Recommended Increased Offer Document in its entirety before making a decision with regards to the Recommended Increased Offer. Any acceptance or other response to the proposals should be made on the basis of the information in the Recommended Increased Offer Document.
The directors of Oval accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Oval (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.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. 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 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 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 City Code, any person who is, or becomes, interested in 1 per cent. 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(s), 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 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. You should contact the Panel's Market Surveillance Unit on +44(0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Overseas Jurisdictions
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes of complying with English law and the City 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 regulations of any jurisdiction outside of England.
In particular, this announcement is not an offer which is being made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, email, facsimile transmission, telex, telephone, the internet or other forms of electronic transmission) of interstate or foreign commerce, or of any facility of a national securities exchange of a Restricted Jurisdiction and the Offer cannot be accepted by any such use, means, instrumentality or facility from or within a Restricted Jurisdiction.
Copies of all announcements by Oval are available on www.cosalt.com