SMRT.L Regulatory News (SMRT)

18 Jul 2007 07:30

Trainline Holdings Limited18 July 2007 Not for release, publication or distribution in or into the United States,Canada, Australia or Japan For immediate release 18 July 2007 Recommended cash offer by Trainline Investments Holdings Limited ("Trainline") for Advanced Smartcard Technologies plc ("AST") Offer unconditional as to acceptances On 26 June 2007, Trainline announced the terms of a recommended cash offer toacquire the entire issued and to be issued share capital of AST, other thanShares already owned by Trainline or contracted to be acquired by Trainline. Theoffer document setting out the full terms of the Offer (the "Offer Document")was posted to Shareholders on 26 June 2007. Terms defined in the Offer Document have the same meaning in this announcement. 1 Offer unconditional as to acceptances Trainline announces that, as at 1.00 p.m. on 17 July 2007, Trainline hadreceived valid acceptances of the Offer in respect of a total of 200,330,928Shares, representing approximately 93.0 per cent. of AST's issued Shares towhich the Offer relates (being 215,346,940 Shares) and approximately 83.5 percent. of AST's entire issued share capital (being 239,800,052 Shares).Accordingly, the Offer is now unconditional as to acceptances. The Offer willremain open for acceptance until further notice. Trainline has received irrevocable undertakings to accept the Offer in respectof a total of 133,308,832 Shares, representing approximately 55.6 per cent. ofthe entire issued share capital of AST and representing approximately 61.9 percent. of AST's issued Shares to which the Offer relates. Valid acceptances ofthe Offer have been received in respect of the entire beneficial holdings ofsuch Shareholders. As at 1.00 p.m. on 17 July 2007, Trainline had, conditional upon the Offerbecoming or being declared wholly unconditional, agreed to acquire a total of25,780,247 Shares otherwise than under the Offer from members of AST Management(pursuant to the Share Exchange Agreement) and from Key Employees (pursuant to ashare exchange agreement dated 17 July 2007 entered into between each of the KeyEmployees and Trainline) representing approximately 12.0 per cent. of AST'sissued Shares to which the Offer relates and approximately 10.8 per cent. ofAST's entire issued share capital. Accordingly, as at 1.00 p.m. on 17 July 2007, Trainline had received validacceptances of the Offer or had conditionally contracted to acquire a total of226,111,175 Shares, representing approximately 94.3 per cent. of AST's entireissued share capital. Save as disclosed above or in the Offer Document, neither Trainline nor anyperson acting in concert with Trainline for the purposes of the Offer held anyShares (or rights over such Shares) before 26 June 2007, the first day of theOffer Period, nor has any such person acquired or agreed to acquire any suchShares (or rights over such Shares) since the commencement of the Offer Period. 2 Further acceptances To accept the Offer in respect of Shares held in certificated form, the Form ofAcceptance should be completed, signed and returned in accordance with theinstructions set out in the Offer Document and on the Form of Acceptance as soonas possible. Additional Forms of Acceptance are available from Capita Registrarson 0870 162 3121 or, if calling from outside the United Kingdom, on +44 20 86392157. To accept the Offer in respect of Shares held in uncertificated form (that is,in CREST), Shareholders should follow the procedure set out in paragraph 15(b)of the letter from Trainline contained in Part II of the Offer Document so thatthe TTE instruction settles through CREST as soon as possible. Enquiries New Boathouse Capital 020 7471 3770Colin La Fontaine Jackson Altium 0161 831 9133Phil AdamsAdrian Reed New Boathouse Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Trainline and no one else in connection with the Offer and will not be responsible to anyone other than Trainline for providing the protections afforded to clients of New Boathouse Capital or for providing advice in relationto the offer or any other matters referred to in this announcement. Altium, which is authorised and regulated in the United Kingdom by the FinancialServices Authority for investment business activities, is acting exclusively as financial adviser to AST and no one else in connection with the Offer and will not be responsible to anyone other than AST for providing the protections afforded to clients of Altium or for providing advice in relation to the Offer or any other matters referred to in this announcement. This announcement does not constitute an offer to sell or the solicitation of anoffer to subscribe for or buy any security, nor is it a solicitation of any voteor approval in any jurisdiction, nor shall there be any sale, issuance ortransfer of the securities referred to in this announcement in any jurisdictionin contravention of applicable law. The Offer is being made solely by means ofthe Offer Document and (in the case of Shares in certificated form) the Form ofAcceptance accompanying the Offer Document, which together contain the fullterms and conditions of the Offer, including details of how the Offer may beaccepted. The availability of the Offer to Shareholders who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdictions in which theyare located or of which they are citizens. Such persons (including, withoutlimitation, nominees, trustees and custodians) should inform themselves of, andobserve, any applicable legal or regulatory requirements of their jurisdictions. The Offer is not being made, directly or indirectly, in or into the UnitedStates, Canada, Australia or Japan. Any persons (including custodians, nomineesand trustees) who are overseas persons should seek appropriate advice beforetaking steps to accept the Offer. This information is provided by RNS The company news service from the London Stock Exchange