22 Dec 2011 17:04
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")
Posting of Recommended Increased Offer Document
In connection with the announcement made on 16 December 2011, Oval announces that the offer document containing further information relating to its Recommended Increased Offer of 0.2 pence per Cosalt Share (the "Recommended Increased Offer Document") is being posted to Cosalt Shareholders today.
The Recommended Increased Offer Document includes letters to shareholders from Maurice White, Senior Independent Non-Executive Director and David Ross, Chairman of Oval. The following text has been extracted from these letters:
Letter from Maurice White
"Recommended Increased Offer by Oval for Cosalt under Rule 9 of the City Code
1. Introduction
I am writing to you in connection with the Recommended Increased Cash Offer by Oval to acquire the entire issued and to be issued share capital of Cosalt at an increased price of 0.2 pence per Cosalt Share.
The Independent Cosalt Directors having been so advised by Evolution, Cosalt's financial adviser, consider the terms of the Recommended Increased Offer to be fair and reasonable and unanimously recommend that you accept the Recommended Increased Offer. In providing financial advice to the Independent Cosalt Directors, Evolution has taken into account the commercial assessments of the Independent Cosalt Directors.
The Recommended Increased Offer which is being made with the consent of the Panel constitutes a revision to the Offer. Save as expressly set out in this document, the terms used in this document shall have the meaning given to them in the Original Offer Document.
2. Background to and reasons for recommending the Recommended Increased Offer
On 25 November 2011, the Independent Cosalt Directors and the Oval Board announced that they had reached agreement on the terms of a recommended cash offer of 0.1 pence per Cosalt Share to be made by Oval to acquire the entire issued and to be issued ordinary share capital of Cosalt, other than an aggregate of 60,998,069 Cosalt Shares (representing approximately 15.08 per cent. of the entire existing issued ordinary share capital of Cosalt beneficially owned by David Ross) at 0.1 pence per Cosalt Share. The Original Offer Document was posted to Cosalt Shareholders on 29 November 2011.
On 15 December 2011, David Ross acquired 40,957,000 Cosalt Shares at 0.2 pence per Cosalt Share.
On 16 December 2011, David Ross acquired a further 74,032,710 Cosalt Shares, from Sovereign Holding at 0.2 pence per Cosalt Share. These acquisitions took David Ross' holding at that date to 43.52 per cent. of the existing issued ordinary share capital. As David Ross' holding exceeded 30 per cent., Oval was then required under the Code to make a mandatory cash offer at the highest price paid of 0.2 pence per Cosalt Share, which it is doing by way of the Recommended Increased Offer.
The background to and reasons for the Independent Cosalt Directors recommending the Offer were outlined in paragraph two of Part I of the Original Offer Document. The Independent Cosalt Directors remain of the view that the Company continues to be in a difficult financial position. As such, the Recommended Increased Offer represents the most realistic means of securing the Company's future and the Independent Cosalt Directors therefore unanimously agree to recommend the Recommended Increased Offer of 0.2 pence per share, which represents an uplift of 100 per cent. on the Offer.
3. Current Funding
Following the publication of the Original Offer Document on 29 November 2011, the Cosalt Board announced that it was continuing to manage the Group's working capital position whilst maintaining a dialogue with David Ross regarding his financial support during the Offer Period. The Cosalt Board then confirmed on 7 December 2011 that it had reached agreement with Oval for the provision of short-term working capital and capital expenditure funding through a £5 million unsecured facility, the key terms of which are summarised in paragraph 11.1 of Appendix 4 of this document. This facility was initially repayable on the earliest to occur of a number of dates, including 22 December 2011.
The Cosalt Board now confirms that Oval has agreed to extend the repayment date of the facility to the earliest to occur of (i) 10 January 2012, being just after 9 January 2012, the date on which Oval's Recommended Increased Offer closes; (ii) the date of any refinancing of any nature of the bank facilities available to the Company as referred to in paragraph 13 of Appendix 4 of the Original Offer Document; (iii) any date on which a change of control occurs; or (iv) the date there has been an insolvency event against the Company.
David Ross has previously outlined his plans to provide a further £5 million of funding to the Company, should he acquire control of Cosalt. Since the publication of the Original Offer Document, there have been no other alternative funding offers forthcoming and certain of the Company's key shareholders have sold their entire holdings of Cosalt Shares to Oval. In light of these developments, it remains unclear how the Cosalt Group would be able to fund its operations without David Ross' continuing support or if Oval's Recommended Increased Offer does not proceed.
4. Terms of the Recommended Increased Offer
The Recommended Increased Offer is contained in the letter from Oval set out in Part II of this document.
The Recommended Increased Offer is made on the following basis:
for each Cosalt Share 0.2 pence in cash
At 0.2 pence, the Recommended Increased 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 24 November 2011, being the last business day prior to the Announcement;
• 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 announcement of the Recommended Increased Offer; and
• a discount of approximately 18.37 per cent. to the Closing Price of 0.245 pence for each Cosalt Share on 21 December 2011, being the last business day prior to the publication of this document.
The Recommended Increased 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 £16.7 million.
5. Irrevocable undertakings and acquisitions of Cosalt Shares
Oval had received an irrevocable undertaking from Sovereign Holding, the beneficial owner of 74,276,918 Cosalt Shares, representing approximately 18.37 per cent. of the existing issued ordinary share capital of Cosalt, to procure the acceptance of the Offer from Lynchwood Nominees Limited (who holds the shares as nominee for Sovereign Holding).
On 15 December 2011, David Ross acquired a further 40,957,000 Cosalt Shares, representing approximately 10.13 per cent. of the existing issued share capital of Cosalt, from Progressive Investments Limited, at a price of 0.2 pence per Cosalt Share. Oval further announced on 16 December 2011, that David Ross had acquired 74,032,710 Cosalt Shares, representing approximately 18.31 per cent. of the existing issued share capital of Cosalt, from Lynchwood Nominees Limited at a price of 0.2 pence per Cosalt Share that were the subject of the irrevocable undertaking referred to above.
As at 21 December 2011 Oval had received valid acceptances in respect of 23,470,012 Cosalt Shares representing approximately 5.80 per cent. of the issued ordinary share capital of Cosalt.
Accordingly, David Ross or Oval has now acquired, agreed to acquire Cosalt Shares or has received valid acceptances in respect of Cosalt Shares which represent, in aggregate, approximately 49.32 per cent. of the existing issued share capital of Cosalt.
Further details of the irrevocable undertaking are set out in paragraph 4 of the letter from Oval set out in Part II of the Original Offer Document and in paragraph 7 of Appendix 4 to the Original Offer Document.
6. Directors, management and employees
Oval's intentions as to the Cosalt Directors, the management and employees of Cosalt were outlined in paragraph 8 of Part II of the Original Offer Document and these intentions remain unchanged.
Notwithstanding the non-executive directors' resignation becoming effective on the offer being declared unconditional in all respects, each of them has confirmed their willingness to remain as directors until the end of the acceptance period, being 9 January 2012.
7. Taxation
Your attention is drawn to paragraph 13 of the letter from Oval set out in Part II of the Original Offer Document. If you are in any doubt as to your own tax position, or if you are subject to taxation in a jurisdiction outside of the United Kingdom, you should immediately consult an appropriately qualified independent professional adviser.
8. Cancellation of admission of Cosalt Shares to trading on the Official List
It is 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 following the Recommended Increased Offer becoming or being declared unconditional in all respects.
9. Action to be taken to accept the Recommended Increased Offer
The procedure for acceptance of the Recommended Increased Offer is set out in paragraph 14 of Part II of this document.
Your decision as to whether to accept the Recommended Increased Offer will depend, inter alia, upon your individual circumstances. If you are in any doubt as to the action you should take, you should seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under FSMA, if you are in the United Kingdom, or, if not, from another duly authorised independent financial adviser.
10. Further information
The Cosalt Shares to be acquired by Oval pursuant to the Recommended Increased Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other distributions (if any) declared, paid or made on or after 25 November 2011.
There are no agreements or arrangements to which Oval is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a condition of the Recommended Increased Offer.
11. Recommendation
The Independent Cosalt Directors, having been so advised by Evolution, consider the terms of the Recommended Increased Offer to be fair and reasonable. In providing advice to the Independent Cosalt Directors, Evolution has taken into account the commercial assessments of the Independent Cosalt Directors. Accordingly, the Independent Cosalt Directors unanimously recommend Cosalt Shareholders to accept the Recommended Increased Offer.
Yours faithfully
Maurice White
Senior Independent Non-Executive Director For and on behalf of the Independent Cosalt Directors"
Letter from David Ross:
"Recommended Increased Cash Offer by Oval for Cosalt under Rule 9 of the City Code
I am writing to you today on behalf of Oval to set out the terms of the Recommended Increased Offer, to explain the background to and reasons for the Recommended Increased Offer and to seek your acceptance of the Recommended Increased Offer.
1. Background to and reasons for the Recommended Increased Offer
On 25 November 2011, the Oval Board and the Independent Cosalt Directors announced that they had agreed the terms of a recommended cash offer for the entire issued and to be issued ordinary share capital of Cosalt at 0.1 pence per Cosalt Share other than an aggregate of 60,998,069 Cosalt Shares (representing approximately 15.08 per cent. of the entire existing issued share capital of Cosalt beneficially held by me). The Original Offer Document was posted to Cosalt Shareholders on 29 November 2011.
On 15 December 2011, I acquired a further 40,957,000 Cosalt Shares, representing approximately
10.13 per cent. of the existing issued share capital of Cosalt, from Progressive Investments Limited, at a price of 0.2 pence per Cosalt Share. Oval further announced, on 16 December 2011, I acquired 74,032,710 Cosalt Shares, representing approximately 18.31 per cent. of the existing issued share capital of Cosalt, from Lynchwood Nominees Limited, the nominee for Sovereign Holding, at a price of 0.2 pence per Cosalt Share.
Rule 6.2 of the Code requires an offeror, or any person acting in concert with it, who acquires shares at above the offer price to increase its offer to not less than the highest price paid. Oval's Offer was revised accordingly to 0.2 pence per Cosalt Share and the intention to make the Recommended Increased Offer was announced on 16 December 2011. The only condition to the Recommended Increased Offer is that valid acceptances are received which will result in myself or Oval holding Cosalt Shares representing in aggregate more than 50 per cent. of the voting rights exercisable at a general meeting of Cosalt.
As at 21 December 2011, Oval had received valid acceptances in respect of 23,470,012 Cosalt Shares representing approximately 5.80 per cent. of the issued ordinary share capital of Cosalt.
Accordingly, myself or Oval has now acquired or agreed to acquire Cosalt Shares or has received valid acceptances in respect of Cosalt Shares which represent, in aggregate, approximately 49.32 per cent. of the existing issued share capital of Cosalt. Rule 9 of the Code requires any person who acquires shares carrying 30 per cent. or more of the voting rights of a company to make a mandatory cash offer which Oval is making by way of the Recommended Increased Offer.
2. Recommendation
The Independent Cosalt Directors, having been so advised by Evolution, consider the terms of the Recommended Increased Offer to be fair and reasonable. In providing advice to the Independent Cosalt Directors, Evolution has taken into account the commercial assessments of the Independent Cosalt Directors. Accordingly, the Independent Cosalt Directors unanimously recommend Cosalt Shareholders to accept the Recommended Increased Offer.
3. Terms of the Recommended Increased Offer
Oval hereby offers to acquire, on the terms of and subject to the conditions set out in Appendix I of this document, all the issued and to be issued ordinary share capital of Cosalt other than an aggregate of 175,987,779 Cosalt Shares (representing approximately 43.52 per cent. of the entire existing issued ordinary share capital of Cosalt beneficially held by me) on the following basis:
for each Cosalt Share 0.2 pence in cash
At 0.2 pence, the Recommended Increased 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 24 November 2011, being the last business day prior to the Announcement;
• 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 announcement of the Recommended Increased Offer; and
• a discount of approximately 18.37 per cent. to the closing price of 0.245 pence for each Cosalt Share on 21 December 2011, being the last business day prior to the publication of this document.
The Recommended Increased 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 £16.7 million.
4. Irrevocable undertakings and acquisitions of Cosalt Shares
Oval had received an irrevocable undertaking from Sovereign Holding, the beneficial owner of 74,276,918 Cosalt Shares, representing approximately 18.37 per cent. of the existing issued ordinary share capital of Cosalt, to procure the acceptence of the Offer from Lynchwood Nominees Limited (which holds the Cosalt Shares as nominee for Sovereign Holding).
On 15 December 2011, I acquired a further 40,957,000 Cosalt Shares, representing approximately
10.13 per cent. of the existing issued share capital of Cosalt, from Progressive Investments Limited, at a price of 0.2 pence per Cosalt Share. Oval further announced, on 16 December 2011, that I acquired 74,032,710 Cosalt Shares, representing approximately 18.31 per cent. of the existing issued share capital of Cosalt, from Lynchwood Nominees Limited at a price of 0.2 pence per Cosalt Share that were the subject of the irrevocable undertaking referred to above.
As at 21 December 2011 Oval had received valid acceptances in respect of 23,470,012 Cosalt Shares representing approximately 5.80 per cent. of the issued ordinary share capital of Cosalt.
Accordingly, myself or Oval has now acquired or agreed to acquire Cosalt Shares or has received valid acceptances in respect of Cosalt Shares which represent, in aggregate, approximately 49.32 per cent. of the existing issued share capital of Cosalt.
Further details of the irrevocable undertaking are set out in paragraph 7 of Appendix 4 to the Original Offer Document.
5. Information on Oval
Save as disclosed in paragraph 6 below there have been no material changes to the information contained in paragraph 5 of Part II the Original Offer Document.
6. Information on Cosalt
Save as disclosed below there has been no material change in the information disclosed in the Original Offer Document.
On 7 December 2011, the Company announced that it had agreed terms with Oval for the provision of short-term working capital and capital expenditure funding. Oval made a £5 million unsecured facility ("the Facility") available to the Company for drawdown with immediate effect. Under the terms of the Facility, any amounts outstanding fell due for repayment on the earliest to occur of (i) 22 December 2011;
(ii) the date of any refinancing of any nature of the bank facilities available to the Company as referred to in paragraph (g) of Appendix 4 of the Original Offer Document; (iii) any date on which a change of control occurs; or (iv) the date there has been an insolvency event against the Company.
The Cosalt Board now confirms that Oval has agreed to extend the repayment date of the facility to the earliest to occur of (i) 10 January 2012, being just after 9 January 2012, the date on which Oval's Recommended Increased Offer closes; (ii) the date of any refinancing of any nature of the bank facilities available to the Company as referred to in paragraph 13 of Appendix 4 of the Original Offer Document; (iii) any date on which a change of control occurs; or (iv) the date there has been an insolvency event against the Company.
A summary of the Facility, which is considered to be an additional material contract is included in paragraph 11.1 of Appendix 4 in this document.
As at 21 December 2011 (being the latest practicable date prior to publication of this document), the net debt of the Company had risen to £15.9 million.
7. Directors, management and employees
Oval's intentions as to the Cosalt Directors, the management and employees of Cosalt were outlined in paragraph 8 of Part II of the Original Offer Document and these intentions remain unchanged.
Notwithstanding the non-executive directors' resignation becoming effective on the offer being declared unconditional in all respects, each of them has confirmed their willingness to remain as directors until the end of the acceptance period, being 9 January 2012.
8. Cosalt Share Option Schemes, Deferred Shares and Preference Shares
The Recommended Increased Offer extends to any Cosalt Shares which are issued or unconditionally allotted and fully paid (or credited as fully paid) before the date on which the Recommended Increased Offer closes (or such earlier date as Oval may, subject to the Code decide, not being earlier than the date on which the Recommended Increased Offer becomes or is declared unconditional as to acceptances or, if later, 9 January 2012), including any such shares unconditionally allotted or issued pursuant to options/awards under the Cosalt Share Option Schemes.
To the extent that options/awards have vested and remain unexercised at the time the Recommended Increased Offer becomes or is declared wholly unconditional, appropriate proposals will be made by Oval to participants in the Cosalt Share Option Schemes once the Recommended Increased Offer becomes or is declared wholly unconditional.
The Recommended Increased Offer does not extend to the Company's Deferred Shares and Preference Shares.
9. Disclosure of interest in Cosalt
At the date of publication of the Original Offer Document David Ross had a beneficial interest in 60,998,069 shares representing approximately 15.08 per cent. of the issued ordinary share capital of Cosalt.
On 15 December 2011, I acquired a further 40,957,000 Cosalt Shares, representing approximately
10.13 per cent. of the existing issued share capital of Cosalt, from Progressive Investments Limited. On 16 December 2011, I acquired 74,032,710 Cosalt Shares from Lynchwood Nominees Limited (which holds the Cosalt Shares as nominee for Sovereign Holding) representing approximately 18.3 per cent. of the existing issued share capital of Cosalt.
Accordingly, myself or Oval has now acquired, agreed to acquire or has received valid acceptances in respect of Cosalt Shares which represent, in aggregate, approximately 49.32 per cent. of the existing issued share capital of Cosalt.
Except for these Cosalt Shares, and as disclosed in Appendix 4 of this document, neither Oval, any of Oval's Directors, their immediate families or related trusts, nor so far as Oval is aware any party acting in concert with Oval, has any interest in or right to subscribe in respect of any relevant securities of Cosalt or has any short positions in respect of relevant securities of Cosalt, or has borrowed or lent any relevant security of Cosalt.
10. Financing of the Recommended Increased Offer
The Recommended Increased Offer will be financed out of Oval's existing cash resources. WH Ireland, financial advisers to Oval, is satisfied that sufficient resources are available to Oval to satisfy full acceptance of the Recommended Increased Offer.
11. Overseas shareholders
The attention of Overseas Shareholders, or other Cosalt Shareholders who would, or otherwise intend to, forward this document and the accompanying documents to any jurisdiction outside the UK, is drawn to paragraph 13 of part II, paragraph 6 of Part B, paragraph (c) of Part C and paragraph (c) of Part D of Appendix 1 of the Original Offer Document.
The availability of the Recommended Increased 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 UK should inform themselves about, or observe any applicable requirements.
The Recommended Increased Offer referred to in this document and the accompanying Form of Acceptance is not being made, directly or indirectly, in, into or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Australia, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. This document does not constitute an offer in the United States, Canada, Australia, Japan or any other such jurisdiction and the Recommended Increased Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or within the United States, Canada, Australia, Japan or any other such jurisdiction. Accordingly, neither this document nor the accompanying document are being, nor should be, mailed, transmitted or otherwise distributed, in whole or in part, in or into or from the United States, Canada, Australia, Japan or any other such jurisdiction. Doing so may render invalid any purported acceptance of the Recommended Increased Offer.
All Cosalt Shareholders (including, without limitation, nominees, trustees or custodians) who intend to forward this document and the accompanying document to any jurisdiction outside the UK should read paragraph 13 of Part II, paragraph 6 of Part B, paragraph (c) of Part C and paragraph (c) of Part D of Appendix 1 of the Original Offer Document and seek appropriate advice before taking any action.
Accordingly, accepting Cosalt Shareholders who hold their shares in certificated form and are unable to give the representations and warranties set out in paragraph (c) (i) and (ii) of Part C of the Original Offer Document and who put "No" in Box 4 of the Form of Acceptance will be deemed not to have validly accepted the Recommended Increased Offer and accepting Cosalt Shareholders who hold their shares in uncertificated form and are unable to give the representations and warranties set out in paragraph (c) (i) and (ii) of Part D of the Original Offer Document will (subject to paragraph 14 of Part II) also be deemed not to have validly accepted the Recommended Increased Offer.
12. United Kingdom Taxation
Taxation of chargeable gains
Liability to UK capital gains tax (or, for UK resident companies, corporation tax on chargeable gains) ("CGT") will depend on the individual circumstances of Cosalt Shareholders and on the form of consideration received.
Acceptance of the Recommended Increased Offer will (except to the extent referred to in the next paragraph) constitute a disposal or a part disposal of his Cosalt Shares for CGT purposes which may, depending on Cosalt Shareholder's individual circumstances (including the availability of reliefs such as entrepreneurs' relief, exemptions and allowable losses) give rise to a liability to CGT.
Stamp Duty and Stamp Duty Reserve Tax ("SDRT")
Acceptance of the Recommended Increased Offer
No stamp duty or SDRT is payable by Cosalt Shareholders as a result of accepting the Recommended Increased Offer.
There are no changes to the detail given in the Original Offer Document.
Other tax matters
Special tax provisions may apply to Cosalt Shareholders who have acquired or who acquire their Cosalt Shares by exercising options under Cosalt Share Option Schemes or otherwise by reason of employment, including provisions imposing a charge to income tax and national insurance contributions.
13. Procedures for acceptance of the Recommended Increased Offer Cosalt Shareholders who wish to accept the Recommended Increased Offer and have not yet done so through acceptance of the Offer are urged to do so in the manner set out in the Original 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 Original Offer Document as soon as practicable and in any event by no later than 1.00 p.m. (London time) on 9 January 2012.
For convenience a revised Form of Acceptance is included with this document.
Under the terms of the Offer, acceptances of the Offer or the Recommended Increased Offer are deemed to be acceptances of the Recommended Increased Offer.Accordingly, Cosalt Shareholders who have validly accepted and not validly withdrawn their acceptances of the Offer will receive the consideration payable under the Recommended Increased Offer and need therefore take no further action.
Your attention is drawn to the Appendices to the Original Offer Document and, in respect of certificated Cosalt Shares, the Form of Acceptance. The procedure for acceptance of the Recommended Increased Offer is set out Part B of Appendix I of the Original Offer Document and, in respect of certificated shares, the form of Acceptance.
If your Cosalt Shares are held in certificated form (that is, not through CREST) and you wish to accept the Recommended Increased Offer, you should follow the instructions in Part B and Part C of Appendix I of the Original Offer Document and the Form of Acceptance and complete, sign and return the enclosed Form of Acceptance, together with all other required documents, as soon as possible and, in any event, so as to be received either by post or, by hand (during normal business hours) to Capita Registrars, at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, no later than 1.00 p.m. (London time) on 9 January 2012. No acknowledgement of receipt of documents will be given.
If your Cosalt Shares are held in uncertificated form (that is, in CREST) and you wish to accept the Recommended Increased Offer, you should follow the instructions below and as set out Part B and Part D of Appendix I to the Original Offer Document so that the relevant TTE instruction settles no later than 1.00 p.m. (London time) on 9 January 2012.
To accept the Recommended Increased Offer in respect of uncertificated Cosalt Shares you should send (or if you are a CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear and which must contain, in addition to the other information that is required for a TTE Instruction to settle in CREST, the following details:
• the number of uncertificated Cosalt Shares in respect of which you wish to accept the Recommended Increased Offer and which are to be transferred to an escrow balance;
• your member account ID;
• your participant ID;
• the participant ID of the Escrow Agent. This is RA10;
• the member account ID of the Escrow Agent for the Recommended Increased Offer in its basic form. This is OVACOS01;
• the intended settlement date. This should be as soon as possible and in any event no later than
• 1.00 p.m. on 9 January 2012 of the Recommended Increased Offer;
• the corporate action number for the Recommended Increased Offer. This is allocated by Euroclear and can be found by viewing the relevant Cosalt corporate action details in CREST;
• the ISIN number for the Cosalt Shares. This is GB0002265055;
• input with standard delivery priority of 80; and
• contact name and telephone number inserted in the shared note field.
After settlement of the TTE Instruction, you will not be able to access the Cosalt Shares concerned in CREST for any transaction or charging purposes. If the Recommended Increased Offer becomes or is declared wholly unconditional, the Escrow Agent will transfer the Cosalt Shares concerned to itself in accordance with paragraph (e) of Part D of Appendix 1 of the Original Offer Document.
14. Further information
The Recommended Increased Offer will remain open for acceptance until 1.00 p.m. on 9 January 2012 or such later time(s) and/or date(s) as Oval may decide in accordance with the provisions contained in paragraph (a) of Part A of Appendix 1 of the Original Offer Document.
Your attention is drawn to the Appendices of the Original Offer Document and (if you hold your Cosalt Shares in certificated form) to the accompanying Form of Acceptance.
15. Action to be taken
If you hold your Cosalt Shares in certificated form (that is, not in CREST), you are urged to complete, sign and return the Form of Acceptance by post or (during normal business hours only) by hand to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible but, in any event, so as to be received by no later than 1.00 p.m. on 9 January 2012. Your share certificate(s) and/or other documents of title should be enclosed with your completed Form of Acceptance. A first class reply-paid envelope is enclosed for your convenience if you are posting your documents in the UK. If you hold your Cosalt Shares in uncertificated form (that is, in CREST), you should follow the procedure set out in paragraph 14(b) of this letter and ensure that an Electronic Acceptance is made by you or on your behalf and has settled no later than 1.00 p.m. on 9 January 2012.
Yours faithfully,
David Ross,
Chairman Oval (2245) Limited"
Material change
Save as disclosed in this Announcement or in the Revised Offer Document, the boards of Cosalt and Oval confirm that, pursuant to Rule 27.1 of the Code, they are not aware of any material change in the information contained in the Original Offer Document and in particular to the information set out in Appendix 4 to the Original Offer Document in relation to:
·; changes or additions to, or the replacement of, material contracts, irrevocable commitments or letters of intent or financing arrangements;
·; any known significant changes in the financial or trading position;
·; interests and dealings;
·; directors' emoluments;
·; special arrangements;
·; ultimate owner of securities acquired under the Offer;
·; arrangements in relation to dealings; and
·; changes to directors' service contracts.
Acceptance of the Recommended Increased Offer
Cosalt Shareholders who wish to accept the Recommended Increased Offer and have not yet done so through acceptance of the Offer are urged to do so in the manner set out in the Recommended Increased 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 Recommended Increased Offer Document as soon as practicable and in any event by no later than 1pm on 9 January 2012.
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 Recommended Increased 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 Recommended Increased 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 will be able to 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 Recommended Increased Offer Document will be available on: www.cosalt.com.
Terms used in this announcement shall have the meaning given to them in the Offer Document or the Recommended Increased Offer 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
IMPORTANT INFORMATION
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 Recommended Increased 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 Recommended Increased Offer will be made solely through the Recommended Increased Offer Document and, in the case of certificated Cosalt Shares, the Form of Acceptance accompanying the Recommended Increased Offer Document, which will contain the full terms and conditions of the Recommended Increased Offer, including details of how to accept the Recommended Increased Offer. Any acceptance or other response to the Recommended Increased 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 Recommended Increased 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 Recommended Increased 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 Recommended Increased 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 Recommended Increased Offer.
The availability of the Recommended Increased 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 Recommended Increased 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 Recommended Increased 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 Recommended Increased Offer, such as in open market or privately negotiated purchases during the period in which the Recommended Increased Offer remains open for acceptance. Such purchases, or arrangements to purchase, must comply with English law, the City Code 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.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This announcement contains certain forward looking statements with respect to the financial condition, results of operations and business of Oval and Cosalt or the Cosalt Group and certain plans and objectives of the Oval Board and the Cosalt Board. These forward looking statements can be identified by the fact that they do not relate 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 the negative form of these terms and similar expressions. These statements are based on assumptions and assessments made by the Oval Board and the Cosalt Board in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward looking statements involve risk and uncertainty and the factors described in the context of such forward looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements.
Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. Except as required by the FSA, the London Stock Exchange or any other applicable law, Oval and Cosalt assume no obligation to update or correct the information contained in this announcement.
Nothing in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Oval or Cosalt following completion of the Recommended Increased Offer unless otherwise stated.
FURTHER INFORMATION
Please be aware that addresses, electronic addresses and certain other information provided by Cosalt Shareholders, persons with information rights and other relevant persons for the receipt of communications from the Cosalt Group may be provided to Oval during the Offer Period as required under Section 4 of Appendix 4 of the Code.
If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser authorised under the Financial Services and Market Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.