Mayflower Acq. Regulatory News (MAY)

29 Jan 2009 10:25

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Mapeley Limited 

Correction - Issue of Convertible Bonds

29 January 2009

The following announcement replaces the announcement released by Mapeley Limited at 09:15 on 27 January 2009 under RNS number 2986M.

Further to Mapeley Limited's announcement on 27 January 2009, the number of valid applications for Convertible Bonds from shareholders, other than the Fortress Shareholders and their Associates, was incorrectly overstated by £2,732,310 in respect of the principal amount of the Convertible Bonds. As a result, the principal amount of the Convertible Bonds taken up by Fortress and certain of its affiliate entities was understated by £2,732,310.

Mapeley Limited 

Issue of Convertible Bonds

Mapeley Limited ("Mapeley") makes the following announcement in connection with its issue of £45,000,000 20 per cent. bonds due 2013, convertible into ordinary shares of Mapeley (the "Convertible Bonds").

As at 3 p.m. on 21 January 2009, being the latest time and date for receipt of valid application forms and payment in full, Mapeley had received valid applications from shareholders, other than the Fortress Shareholders and their Associates, in respect of £6,996,540 in principal amount of the Convertible Bonds. In addition, Fortress has agreed that £387,950 in principal amount of Convertible Bonds, for which it agreed to subscribe, will instead be subscribed by Mapeley's Employee Benefit Trust for the benefit of employees. 

In accordance with the arrangements set out in the agreement between Mapeley and Fortress, Fortress and certain of its affiliate entities have taken up the remaining £37,615,510 in principal amount of the Convertible Bonds. As a result, the relationship agreement between Mapeley, FIT Mapeley Holdings Limited and Fortress UK Acquisition Company has been terminated.

Definitions used in the circular sent to shareholders and dated 24 December 2008 shall have the same meanings when used in this announcement unless the context otherwise requires.

Enquiries:

Lazard, who is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Mapeley in relation to the transaction and will not be responsible to any person other than Mapeley for providing the protections afforded to clients of Lazard or for providing advice in relation to the contents of this announcement, the Circular or the transaction.

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security.

The securities mentioned herein have not been, and will not be, registered under the US Securities Act of 1933 (the "Securities Act"). Securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the securities mentioned herein in the United States.

The distribution of this announcement, the Circular, the Information Memorandum and/or related documents into certain jurisdictions other than the United Kingdom is or may be restricted by law and therefore persons into whose possession this announcement and any such documents come should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. 

Forward-Looking Statements

Some of the statements contained in this announcement may include forward-looking statements which reflect Mapeley's or, as appropriate, the Directors' current views with respect to future events and financial performance. Statements which include the words "expect", "intend", "plan", "project", "anticipate", "will" and similar statements of a future or forward-looking nature identify forward-looking statements for the purposes of the US federal securities laws or otherwise.

All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause Mapeley's actual results to differ materially from those indicated in these statements. These forward-looking statements speak only as at the date of this announcement. Subject to any continuing obligations under the Listing Rules and the Disclosure and Transparency Rules, Mapeley undertakes no obligation publicly to update or review any forward-looking statement contained in this announcement, whether as a result of new information, future developments or otherwise.