17 Jan 2007 12:35
For immediate release Not for release, publication or distribution in or into or from the United States, Canada, Australia or Japan 17 January 2007 iPoint-media plc ("iPoint" or the "Company") Recommended all share offer for All New Video Plc ("ANV") to be made by John East & Partners on behalf of iPoint
Posting of the Offer Document
Further to the announcement made on 20 December 2006 regarding the proposed recommended all share offer to be made by John East & Partners Limited ("John East & Partners") on behalf of iPoint for the whole of the issued and to be issued share capital of ANV (the "Offer"). iPoint announces that the offer document containing the full terms and conditions of the Offer (the "Offer Document") has today been posted to ANV shareholders, together with the form of acceptance.
The first closing date of the Offer is 7 February 2007.
Copies of the Offer Document are available during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at John East & Partners at Crystal Gate, 28-30 Worship Street, London EC2A 2AH throughout the offer period.
Terms defined in the Offer Document have the same meaning in this announcement.
Enquiries:David WorlidgeSimon Clements
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)
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.
This announcement contains certain statements that are or may be forward-looking. These statements typically contain words such as "intends", "expects", "anticipates", "estimates" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, factors identified elsewhere in this announcement as well as the following possibilities: future revenues are lower than expected; costs of difficulties relating to the integration of the businesses of iPoint and ANV, or of other future acquisitions, are greater than expected; expected cost savings from the transaction or from other future acquisitions are not fully realised or not realised within the expected time frame; competitive pressures in the industry increase; general economic conditions or conditions affecting the relevant industries, whether internationally or in the places where iPoint and ANV do business, are less favourable than expected; and/or conditions in the securities market are less favourable than expected.
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.
IPOINT MEDIA PLC