GlobalData Regulatory News (DATA)

14 Feb 2008 07:01

TMN Group PLC14 February 2008 TMN Group Plc14 February 2008 Not for release, publication or distribution, in whole or in part, in, into orfrom any jurisdiction where to do so would constitute a violation of therelevant laws or regulations of such jurisdiction. Recommended Offer by TMN Group plc ("TMN") for Internet Business Group plc ("IBG") Scheme of Arrangement becomes effective The Boards of TMN, one of the UK's premier online direct marketing groups, andIBG, the online advertising and media specialist, are pleased to announce thatthe Scheme of Arrangement to effect the recommended proposals by which all of the issued and to be issued share capital of IBG will be acquired by TMN is tobecome effective today. In accordance with the terms of the Scheme, a total of 20,502,082 ordinaryshares of 0.01 pence each in the capital of TMN ("New TMN Shares") have beenissued to Scheme Shareholders in IBG whose names appeared on IBG's shareregister at 6.00pm on 12 February 2008 (being the "Scheme Record Time") on thebasis of 1 New TMN Share for every 3.765 IBG Shares held. The New TMN Sharesrank pari passu with the existing ordinary shares of 0.01 pence each in thecapital of TMN and admission to trading of the New TMN Shares commences on theAIM market of the London Stock Exchange today. Accordingly, CREST accounts ofthose Scheme Shareholders who hold their IBG Shares in uncertificated form havebeen credited with New TMN Shares today, with share certificates representingNew TMN Shares expected to be despatched to Scheme Shareholders who hold theirIBG Shares in certificated form on or before 28 February 2008. Following the admission of the New TMN Shares, TMN's share capital consists of75,382,759 ordinary shares of 0.01 pence each with voting rights attached. TMNholds no shares in Treasury. Therefore, the total number of voting rights in TMNis 75,382,759, which figure may be used by shareholders as the denominator forthe calculations by which they will determine if they are required to notifytheir interest in, or a change to their interest in, TMN under the FSA's Disclosure and Transparency Rules. Cancellation of all IBG Shares from trading on AIM is to take place at 8.00 a.m. today. All options in IBG which were not exercised prior to the Scheme Record Time willcease and lapse if not exercised in accordance with the terms of the proposalletters previously sent to IBG Optionholders. Capitalised terms used in this announcement but not defined herein shall havethe meaning given to them in the Scheme Document dated 20 December 2007.Enquiries: TMN GROUP PLC Mark Smith, CEO 020 7440 9310Craig Dixon, CFO INVESTEC Andrew Craig 020 7597 5172Erik Anderson REDLEAF COMMUNICATIONS Samantha Robbins 020 7822 0200Anna Dunkin IBG PLC Maziar Darvish, CEO 07967 039 693 STRAND PARTNERS James Harris 020 7409 3494Braden Saunders ST HELEN'S CAPITAL Ruari McGirr 020 7628 5582 TAVISTOCK COMMUNICATIONS Matt Ridsdale 020 7920 3150 If IBG Shareholders have any questions relating to the Scheme or theAcquisition, they should telephone Capita Registrars on the 0870 162 3121 (or,if calling from outside the UK, on +44 20 8639 3399) in each case between 9.00 a.m. and 5.00 p.m. Monday to Friday (excluding UK public holidays). Please notethat calls to this number may be monitored or recorded and that, for legalreasons, the helpline cannot provide advice on the merits of the Acquisition orgive any legal, tax or financial advice. This announcement is not intended to and does not constitute or form any part ofan offer or invitation to sell or subscribe for or purchase any securities inany jurisdiction pursuant to the Acquisition or otherwise. The Acquisition issubject to the terms set out in the Scheme Document. The Acquisition is governedby English law and is subject to the applicable requirements of the City Code,the Panel and the London Stock Exchange. Any response to the Acquisition shouldbe made only on the basis of the information in the Scheme Document dated 20December 2007. IBG Shareholders are advised to read the formal documentation inrelation to the Acquisition carefully. Investec, which is authorised and regulated in the United Kingdom by the FSA, isacting exclusively for TMN and no one else in connection with the Acquisitionand other matters referred to in this announcement and the Scheme and will not be responsible to anyone other than TMN for providing the protections affordedto clients of Investec nor for giving advice in relation to the Acquisition andthe Scheme or any other matter or arrangement referred to in this announcement. Strand Partners, which is authorised and regulated in the United Kingdom by theFSA, is acting exclusively for IBG and no one else in connection with theAcquisition and the Scheme and will not be responsible to anyone other than IBGfor providing the protections afforded to clients of Strand Partners nor forgiving advice in relation to the Acquisition and the Scheme or any other matteror arrangement referred to in this announcement. The distribution of this announcement in jurisdictions other than the UnitedKingdom may be restricted by law and therefore persons into whose possessionthis announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with these restrictions may constitute aviolation of the securities laws of any such jurisdiction. Any TMN Shares issued pursuant to the Scheme (including the New TMN Shares) willbe issued in reliance upon the exemptions from the registration requirements ofthe US Securities Act provided by Section 3(a)(10) of the US Securities Actand, as a consequence, will not be registered thereunder or under the securitieslaws of any state or other jurisdiction of the United States. For the purposesof qualifying for the Section 3(a)(10) exemption from the registrationrequirements of the US Securities Act and the securities laws of certain statesof the United States, TMN and IBG have advised the Court that its sanctioningof the Scheme has been relied upon by TMN and IBG as an approval of the Schemefollowing a hearing of its fairness to Scheme Shareholders at which hearing allsuch Scheme Shareholders. TMN has not and will not register the TMN Shares(including the New TMN Shares) under the US Securities and Exchange Act of 1934and thus will not be required following completion of the Scheme to file anyreports with the SEC. Dealing disclosure requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of"relevant securities" of IBG or TMN, all "dealings" in any "relevant securities of that company (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. on the business day following the date of the relevanttransaction. This requirement will continue until the Effective Date or untilthe date on which the Scheme lapses or is otherwise withdrawn or on which the"Offer Period" otherwise ends (or, if TMN elects to effect the Acquisition byway of a Takeover Offer, until the date on which such Takeover Offer becomes, oris declared, unconditional as to acceptances, lapses or is otherwise withdrawnor on which the relevant "offer period" otherwise ends). If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire an "interest" in "relevant securities" of IBG or TMN, theywill be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in relevantsecurities of IBG or TMN by IBG or TMN, or by any of their respectiveassociates, must be disclosed by no later than 12.00 noon on the business dayfollowing the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities "dealings" should be disclosed, and the number of such securities inissue, can be found on the 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 Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a dealing under Rule 8, please contact an independent financial adviser authorised under FSMA, consult the Panel's website atwww.thetakeoverpanel.org.uk or contact the Panel on telephone number + 44 (0)20 7638 0129. This information is provided by RNS The company news service from the London Stock Exchange