8 Feb 2007 07:00
Not for release, publication or distribution in or into or from the United States, Canada, Australia or Japan 8 February 2007 iPoint-media plc ("iPoint" or the "Company") Recommended all share offer for All New Video Plc ("ANV") made by John East & Partners on behalf of iPoint Offer unconditional in all respects
The iPoint Board announces that, subject to Admission, the recommended all share offer for ANV made by John East & Partners on behalf of iPoint has today been declared wholly unconditional.
As at 1.00 p.m. on 7 February 2007, valid acceptances of the Offer had been received in respect of a total of 76,416,811 ANV Shares representing, in aggregate, approximately 88.43 per cent. of ANV's total issued share capital, all of which iPoint may count towards the satisfaction of its acceptance condition.
Application for the admission of the New iPoint Shares to be issued to ANV Shareholders who validly accepted the Offer by 1.00 p.m. on 7 February 2007 to trading on AIM will be made to the London Stock Exchange. It is expected that admission of the New iPoint Shares so allotted to trading on AIM will become effective and that dealings will commence at 8.00 a.m. on or before 16 February 2007.
Prior to the posting of the Offer Document, iPoint had received irrevocable undertakings from the ANV Directors in respect of their own ANV Shares and certain other ANV Shareholders to accept the Offer in respect of, in aggregate, 57,057,143 ANV Shares representing approximately 66.03 per cent. of the existing issued ANV Shares. iPoint has received valid acceptances with respect to all of these irrevocable undertakings.
As described in the Offer Document, subject to the AIM Rules, iPoint intends to procure the making of an application by ANV to the London Stock Exchange for the cancellation of the admission to trading of ANV Shares on AIM. It is anticipated that cancellation of admission to trading will take effect on or about 12 March 2007. The cancellation of admission to trading on AIM of ANV Shares will significantly reduce the liquidity and marketability of any ANV Shares not assented to the Offer and their value may be affected in consequence.
ANV Shareholders who have not yet validly accepted the Offer are urged to do so as soon as possible.
Settlement of consideration
Settlement of the consideration to which ANV Shareholders are entitled pursuant to the Offer shall be dispatched (or, in the case of ANV Shareholders holding their ANV Shares held in uncertificated form, shall be credited through CREST): (i) in the case of ANV Shareholders who validly accepted the Offer by 1.00 pm on 7 February 2007, on or before 21 February 2007 (other than ANV Shareholders who validly accepted through CREST who are expected to be credited with iPoint Shares on or before 16 February 2007); and (ii) in the case of ANV Shareholders who validly accept after 1.00 pm on 7 February 2007, within 14 days of the receipt of such acceptances.
The Offer remains open for acceptance until further notice.
As described in the Offer Document, if iPoint receives acceptances under the Offer in respect of 90 per cent. or more of the ANV Shares to which the Offer relates, iPoint will as soon as practicable give notice to those ANV Shareholders who have not accepted the Offer informing them that it will seek to compulsorily acquire their ANV Shares by applying sections 428 to 430F of the Companies Act 1985.
Terms defined in the Offer Document dated 17 January 2007 have the same meaning in this announcement.
Note:
Save as disclosed above, no ANV Shares have been acquired or agreed to be acquired by or on behalf of iPoint or any person acting in concert with iPoint during the Offer Period and neither iPoint nor any person acting in concert with iPoint has the benefit of any irrevocable commitment or letter of intent in respect of any ANV Shares or has any interest in any ANV Shares, or any short position (whether conditional or absolute and whether in the money or otherwise and including any short position under a derivative), any agreement to sell, any delivery obligation, any right to require another person to purchase or take delivery, any stock borrowing or lending arrangement in respect of any ANV Shares, or any right to subscribe for any ANV Shares.
Enquiries:David WorlidgeBidhi Bhoma
John East & Partners Limited Tel: 020 7628 2200
(Financial Adviser to iPoint)Jeff KeatingGareth Price
Teather & Greenwood Limited Tel: 020 7426 9000
(Financial Adviser to ANV)
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 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
The iPoint Directors accept responsibility for the information contained in this Announcement other than that relating to the ANV Group, the ANV Directors, their immediate families, related trusts and connected persons. To the best of the knowledge of the iPoint Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are taking responsibility is in accordance with the facts and contains no omission likely to affect the import of such information.
The ANV Directors accept responsibility for the information contained in this Announcement relating to the ANV Group, themselves and their immediate families, related trusts and connected persons. To the best of the knowledge of the ANV Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they taking responsibility is in accordance with the facts and contains no omission likely to affect the import of such information.
John East & Partners, which is authorised and regulated in the UK by the FSA, is acting exclusively for iPoint and no one else in connection with the Offer and will not be responsible to anyone other than iPoint for providing the protections afforded to clients of John East & Partners nor for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.
Teather & Greenwood, which is authorised and regulated in the UK by the FSA, is acting exclusively for ANV and no one else in connection with the Offer and will not be responsible to anyone other than ANV for providing the protections afforded to clients of Teather & Greenwood nor for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.
The Offer will not be made, directly or indirectly, and this announcement should not be sent, in or into or from the United States, Canada, Australia or Japan or by use of the mails 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, any of these jurisdictions and doing so may render invalid any purported acceptance of the Offer. Accordingly, copies of this announcement and any other document relating to the Offer are not being, and must not be, mailed or otherwise distributed or sent in or into the United States, Canada, Australia or Japan. Any person (including, without limitation, custodians, nominees and trustees) who may have contractual or legal obligations, or may otherwise intend, to forward this announcement to any jurisdiction outside the UK should read the relevant provisions of the Offer Document before taking any action.
The availability of the Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the UK should inform themselves about and observe any applicable requirements.
This announcement does not constitute, or form part of, an offer or an invitation to purchase or subscribe for any securities. The Offer will be made solely by the Offer Document and the Form of Acceptance, which together will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of iPoint or of ANV, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of iPoint or of ANV, they will 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 "relevant securities" of iPoint or of ANV or any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having such an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotations marks in this section are defined in the Code, which can also be found on the Panel's websites. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
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