Independent News & Media Regulatory News (INM)

6 Dec 2006 14:48

Incisive Media PLC06 December 2006 Not for release, distribution or publication, in whole or in part, in or into or from the United States, Canada, Australia or Japan or any other jurisdiction where it is unlawful to do so Recommended acquisition of Incisive Media plc by Apax Summer (Bidco) Limited Implementation of Scheme of Arrangement The board of Apax Summer (Bidco) Limited ("Apax Summer (Bidco)") and theindependent directors (the "Independent Directors") of the board of IncisiveMedia plc ("Incisive Media") announce that the Scheme has now become effective. Under the Scheme, Incisive Media Shareholders who did not elect for the SummerPartnership Interests Alternative will receive 195 pence in cash for each SchemeShare. Incisive Media Shareholders who elected for the Summer PartnershipInterests Alternative will receive, for every £10 Cash Consideration to whichScheme Shareholders would otherwise be entitled, £0.310 nominal of OrdinaryInterests, £4.483 nominal of Preferred Interests and £5.207 nominal of Class PInterests. Settlement of the consideration is expected to be effected on orprior to 20 December 2006. Capitalised terms in this announcement have the same meaning as in the SchemeDocument dated 16 October 2006. Press enquiries For further information contact: Lazard (Financial Adviser to Apax Partners and Tel: +44 (0) 20 7187 2000Apax Summer (Bidco)) Peter WarnerCyrus Kapadia Incisive Media Tel: +44 (0) 20 7484 9700 Mike MastersTim WellerJamie Campbell-Harris Greenhill (Financial Adviser to Incisive Media and the Independent Tel: +44 (0) 20 7198 7400Directors) Simon BorrowsPeter Bell Investec (Brokers to Incisive Media) Tel: +44 (0) 20 7597 5970 Keith AndersonRupert Krefting Financial Dynamics (PR Adviser to Incisive Media) Tel: +44 (0) 20 7831 3113 Tim SprattCharlie Palmer Lazard, which is authorised and regulated by the Financial Services Authority inthe United Kingdom, is acting for Apax Partners and Apax Summer (Bidco) and noone else in relation to the Proposals and will not be responsible to anyoneother than Apax Partners and Apax Summer (Bidco) for providing the protectionsafforded to clients of Lazard or for providing advice in relation to theproposed transaction. Greenhill, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Incisive Media and theIndependent Directors and no one else in connection with the Proposals and willnot be responsible to anyone other than Incisive Media and the IndependentDirectors for providing the protections afforded to its customers or forproviding advice in relation to the Proposals or any matter or arrangementreferred to herein. Investec Bank (UK) Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for IncisiveMedia and the Independent Directors and no one else in connection with theProposals and will not be responsible to anyone other than Incisive Media andthe Independent Directors for providing the protections afforded to itscustomers or for providing advice in relation to the Proposals or any matter orarrangement referred to herein. FURTHER INFORMATION ON THE PROPOSALS The availability of the Proposals to Incisive Media Shareholders who are notresident in the United Kingdom may be affected by the laws of relevantjurisdictions. Incisive Media Shareholders who are not resident in the UnitedKingdom will need to inform themselves about and observe any applicablerequirements. Nothing in this Announcement should be relied on for any otherpurpose. This Announcement has been prepared in connection with a proposal in relation toa scheme of arrangement and reduction of share capital pursuant to, and for thepurposes of complying with English law, the Takeover Code and the Listing Rulesand information disclosed may not be the same as that which would have beenprepared in accordance with the laws of jurisdictions outside England. Any securities that are offered pursuant to the Proposals described in thisAnnouncement have not been registered under the applicable securities laws ofthe United States, Australia, Canada or Japan. In addition, it is not currentlyintended that the Proposals will be made, directly or indirectly, in or into, orby use of the mails or by any means or instrumentality (including, withoutlimitation, by means of telephone, facsimile, telex, internet or other forms ofelectronic communication) of interstate or foreign commerce of, or by anyfacilities of a national securities exchange of, the United States and it is notcurrently intended that the Proposals will be capable of acceptance by any suchuse, means, instrumentality or facility from or within the United States.Accordingly, any such securities may not be offered, sold or delivered, directlyor indirectly, in or into the United States, Australia, Canada or Japan exceptpursuant to exemptions from applicable requirements of such jurisdictions. The Proposals will be subject to the applicable rules and regulations of the UKListing Authority, the London Stock Exchange and the Takeover Code. Incisive Media Shareholders should not construe the contents of thisAnnouncement as legal, tax or financial advice, and should consult with theirown advisers as to the matters described in this Announcement. The statements in this Announcement are made as at the date of thisAnnouncement, unless some other time is specified in relation to them, andservice of this Announcement shall not give rise to any implication that therehas been no change in the facts set forth in this Announcement since such date.Nothing contained in this Announcement shall be deemed to be a forecast,projection or estimate of the future financial performance of Apax Summer(Bidco) or Incisive Media except where otherwise stated. TAKEOVER CODE Under the provisions of Rule 8.3 of the Takeover Code, if any person is, orbecomes, "interested" (directly or indirectly) in 1 per cent. or more of anyclass of "relevant securities" of Apax Summer (Bidco) or Incisive Media, all"dealings" in any "relevant securities" of such company (including by means ofan option in respect of, or a derivative referenced to, any such "relevantsecurities") must be publicly disclosed by no later than 3.30 p.m. (London time)on the London Business Day following the date of the relevant transaction. Thisrequirement will continue until the date on which the Proposals become, or aredeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Apax Summer (Bidco) orIncisive Media, they will be deemed to be a single person for the purpose ofRule 8.3. Under the provisions of Rule 8.1 of the Takeover Code, all "dealings"in "relevant securities" of Apax Summer (Bidco) or Incisive Media by ApaxPartners, Apax Summer (Bidco), or by any of their respective "associates", mustbe disclosed by no later than 12.00 noon (London time) on the London BusinessDay following the date of the relevant transaction. A disclosure table, givingdetails of the companies in whose "relevant securities" "dealings" should bedisclosed, and the number of such securities in issue, can be found on thePanel's website at www.thetakeoverpanel.org.uk. "Interests in securities"arise, in summary, when a person has long economic exposure, whether conditionalor absolute, to changes in price of securities. In particular, a person will betreated as having an "interest" by virtue of the ownership or control ofsecurities, or by virtue of any option in respect of, or derivative referencedto, securities. Terms in quotation marks are defined in the Takeover Code,which can also be found on the Panel's website. If you are in any doubt as towhether or not you are required to disclose a "dealing" under Rule 8, you shouldconsult the Panel. ENDS This information is provided by RNS The company news service from the London Stock Exchange