Earthport Regulatory News (EPO)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION

1 November 2013

EARTHPORT PLC ("EARTHPORT" or the "COMPANY")

RECOMMENDED CASH OFFER FOR BAYDONHILL PLC BY EARTHPORT PLC

FINAL CLOSING DATE OF OFFER

On 18 September 2013, the boards of Baydonhill PLC ("Baydonhill") and Earthport plc ("Earthport") announced that they had reached agreement on the terms of a recommended cash offer by Earthport for the entire issued and to be issued share capital of Baydonhill (the "Acquisition"). The full terms of, and conditions to the Cash Offer and the Earn-out Offer, together with the procedure for acceptance were set out in the Offer Document dated 27 September 2013 and in respect of Baydonhill Shares held in certificated form, in the Form of Acceptance.

On 18 October 2013, Earthport declared the Offer unconditional in all respects, and that pursuant to Rule 31.4 of the Takeover Code, the Offer would remain open for acceptances until 1.00pm on 1 November 2013.

Accordingly, Earthport confirms that the Offer has now expired.

Level of acceptances

As required by the City Code, Earthport announces that as at 1.00 pm on 1 November 2013 (being the final closing date of the Offer), Earthport had received valid acceptances in respect of 56,723,304 Baydonhill Shares, representing approximately 97.23 per cent. of the entire issued share capital of Baydonhill.

These acceptances include acceptances received in respect of the following, from:

(i) 2,533,777 Baydonhill Shares, representing approximately 4.34 per cent. of Baydonhill's entire issued share capital which were subject to irrevocable commitments procured by Earthport from Wayne Mitchel, a Baydonhill Director to accept the Earn-out Offer;

(ii) 49,057,476 Baydonhill Shares, representing approximately 84.10 per cent. of Baydonhill's entire issued share capital which were subject to irrevocable commitments procured by Earthport from Baydonhill Shareholders to accept the Earn-out Offer;

 (iii) 269,097 Baydonhill Shares, representing approximately 0.46 per cent. of Baydonhill's entire issued share capital which were subject to irrevocable commitments procured by Earthport from Brian Neil, a Baydonhill Shareholder, to accept the Cash Offer; and

(iv) 500,000 Baydonhill Shares from certain holders of Baydonhill In the Money Options, representing approximately 0.85 per cent. of Baydonhill's entire issued share capital which were subject to irrevocable commitments procured by Earthport to accept the Cash Offer.

Accordingly as at 1.00 p.m. on 1 November 2013, Earthport had received valid acceptances of the Offer in respect of a total of 56,723,304 shares, representing approximately 97.23 per cent. of Baydonhill's entire issued share capital.

Settlement of consideration

Settlement of the consideration to which any Baydonhill Shareholders (or, in the absence of any contrary direction as specified in the Offer Document the first named shareholder in the case of joint shareholders) are entitled under the Offer will be effected (in the manner set out in paragraph 14 of Part II of the Offer Document): (i) in the case of acceptances received on or before 18 October 2013, complete in all respects, by 1 November 2013 or, (ii) in the case of acceptances received, complete in all respects, after 18 October 2013 but while the Offer remains open for acceptance, within 14 days of such receipt.

Compulsory acquisition and re-registration as a private company

As valid acceptances have been received by Earthport under the Offer in respect of more than 90 per cent. of the Baydonhill Shares to which the offer relates, Earthport has the right to issue compulsory acquisition notices to Baydonhill Shareholders who do not accept the Offer in accordance with the provisions of sections 974 to 991 of the Act. Accordingly, Earthport will shortly be posting statutory notices under section 980(1) of the Act to any Baydonhill Shareholders who have not validly accepted the Offer, informing such Baydonhill Shareholders that it will compulsorily acquire their Baydonhill Shares under the provisions of sections 974 to 991 of the Act.

The compulsory acquisition procedure will be completed 6 weeks after the date of the compulsory acquisition notices, and is currently expected to be completed in mid-December 2013. Following completion of the compulsory acquisition procedure, it is intended that Baydonhill will be re-registered as a private limited company.

Interests in relevant securities

Save for the interests set out in this announcement, as at the date of this announcement, neither Earthport, nor any of the Earthport Directors or any other member of the Earthport Group, nor so far as the Earthport Directors are aware, any person acting in concert (within the meaning of the City Code) with Earthport for the purposes of the Offer, has any interest in, right to subscribe for, or has borrowed or lent any shares or securities convertible or exchangeable into shares (including pursuant to any long exposure, whether conditional or absolute, to changes in the prices of securities) or rights to subscribe for or purchase the same or holds any options (including traded options) in respect of or has any right to acquire any shares or derivatives referenced to shares ("Baydonhill Securities"), nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in relation to Baydonhill Securities.

General

The expressions used in this announcement, unless the context otherwise requires, bear the same meaning as in the Offer Document dated 27 September 2013. Capitalised terms used but not defined in this announcement have the same meaning as given to them in the Offer Document.

In accordance with Rule 30.4 of the City Code, a copy of this announcement, will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the websites of Baydonhill at www.baydonhillfx.com and Earthport at www.earthport.com until the end of the Offer Period (or, if later, the end of any competition reference period). For the avoidance of doubt, the contents of the websites referred to above are not incorporated into and do not form part of this announcement.

Enquiries:

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely pursuant to the terms of the Offer Document, which will contain the full terms and conditions of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Offer Document.

Charles Stanley & Co Limited, trading as Charles Stanley Securities, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Earthport and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Earthport for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement.

Smith & Williamson Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Baydonhill and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Baydonhill for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.