10 Sep 2012 10:43
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
ENTERTAINMENT ONE LTD. ("Entertainment One" or the "Company")
COMPLETION OF CLAWBACK PLACING
10 September 2012
Further to the announcement this morning regarding the proposed acquisition by the Company of Alliance Films Holdings Inc. and £110 million placing by the Company ("Placing") (the "Transaction") the Board of Entertainment One is pleased to announce completion of the Clawback Placing.
The total number of common shares to be issued by the Company pursuant to the Placing ("Placing Shares") represents approximately 27.17 per cent. of the issued common share capital of the Company immediately following the Placing. Application has been made for the Placing Shares to be admitted to listing on the standard segment of the Official List maintained by the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange plc (together, "Admission"). It is expected that Admission will become effective and that dealings will commence in the Placing Shares at 8:00am (BST) on 1 October 2012. The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing common shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
The Placing remains conditional upon, among other things, shareholder approval at a Special Meeting of the Company to be held on 28 September 2012, Admission becoming effective by not later than 8.00 a.m. (BST) on 1 October 2012 (or such later time as the Joint Bookrunners may agree being not later than the seventh day following the Special Meeting); and the placing agreement between the Company, J.P. Morgan Cazenove and Cenkos becoming unconditional in all respects and not having been terminated prior to Admission.
The Placing Shares have been placed by J.P. Morgan Securities plc., which conducts its UK investment banking activities as J.P. Morgan Cazenove and Cenkos Securities plc, both acting as joint bookrunners to the Company.
Unless otherwise defined, terms used in this announcement have the same meaning as those defined in the earlier announcement of 7 September 2012.
Enquiries:
Entertainment One +44 (0) 207 566 6720
Giles Willits
J.P. Morgan Cazenove (Joint Financial Adviser, Joint Bookrunner and Underwriter) +44 (0) 207 742 4000
Harry Hampson
Nicholas Hall
Virginia Khoo
Credit Suisse (Joint Financial Adviser) +44 (0) 207 888 8888
Alastair Blackman
Joe Hannon
Cenkos Securities (Corporate Broker and Joint Bookrunner) +44 (0) 207 397 8926
Stephen Keys
Adrian Hargrave
Alex Aylen
Andy Roberts
Singer Capital Markets (Corporate Broker) +44 (0) 203 205 7500
James Maxwell
Nick Donovan
Redleaf Polhill +44 (0) 207 566 6720
Emma KaneRebecca Sanders-Hewett
IMPORTANT NOTICE
This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or South Africa or any other jurisdiction in which it would be unlawful to do so. This announcement does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, any securities, nor shall there be any sale of securities in the United States, Australia, Canada, Japan, New Zealand or South Africa or any other jurisdiction in which such an offer or solicitation would be unlawful. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted.
This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made by, or in relation to, and no responsibility or liability is or will be accepted by, J.P. Morgan Securities plc, Credit Suisse Securities (Europe) Limited and Cenkos Securities plc (the "Banks") or by any of their respective affiliates or agents or by any adviser to the Company or by any of their affiliates or agents as to or in relation to the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefore is expressly disclaimed.
The Banks are authorised and regulated in the United Kingdom by the Financial Services Authority and are acting exclusively for the Company in connection with the matters set out in this announcement. The Banks are not, and will not be, responsible to anyone other than the Company for providing the protections afforded to their clients or for providing advice in relation to the proposed Transaction or any other matters referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on them by the Financial Services and Markets Act 2000, neither the Banks nor any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of its parent undertakings or any of their respective directors, officers, employees or advisers or any other person accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this announcement, or for any other statement made or purported to be made by them, or on their behalf, in connection with the Company, the proposed Transaction, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. The Banks accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.
This announcement has been prepared in accordance with English law, the Listing Rules and the Disclosure Rules and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
The distribution of this announcement, the Prospectus, and the availability of the placing of new common shares in the Company as described in the Prospectus, in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom will need to inform themselves about, and observe any applicable requirements.
This announcement is for information purposes only and shall not constitute an offer or invitation to buy, or otherwise acquire, sell, otherwise dispose of or issue or subscribe for, or the solicitation of an offer to buy, sell, dispose of, acquire, issue, or subscribe for, any securities in the Company or any other entity. Any such offer will be made solely by means of the Prospectus and any supplement or amendment thereto and any acquisition of securities in the Company should be made solely on the basis of the information contained in the Prospectus.
The securities of the Company (the "Securities") have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Securities in the United States.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
Some of the materials distributed in connection with this announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which can be identified by the use of words such as "anticipate", "believe", "intend", "estimate", "expect", "will", "shall", "may", "plan", "project", "aim", "predict", "should", "continue" or, in each case, their negative, and words of similar meaning and/or other similar expressions, are predictions of or indicate future events and/or future trends, discussions of future strategy, plans, objectives, goals, and reflect the directors' beliefs and expectations at the date of this announcement and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement.
Forward-looking statements are not guarantees of future performance. Statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement and the materials distributed in connection with this announcement is subject to change without notice and, except to the extent required by the FSA, the London Stock Exchange or by applicable law, the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules, neither the Company nor the Banks assume any responsibility or obligation to update publicly, release the result of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this announcement, or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. A number of factors could cause results and developments of the Company's group to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, currency fluctuations, changes in its business strategy, political and economic uncertainty and other factors to be set forth in the Prospectus.
No statement in this announcement or any materials distributed in connection with this announcement is or is intended to be a profit forecast or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.
You are advised to read the Prospectus and the information incorporated by reference therein in their entirety for a further discussion of the factors that could affect the Company's future performance and the industries in which it operates, in light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.
The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance. Any person receiving this announcement is advised to exercise caution in relation to the Acquisition and Placing. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.