Cornish Metals Regulatory News (TIN)

5 Dec 2005 14:52

Tinopolis PLC05 December 2005 FOR IMMEDIATE RELEASE 5 DECEMBER 2005 TINOPOLIS PLC ("the Company") UPDATE ON IRREVOCABLE UNDERTAKINGS Further to its announcement on 10 November 2005 (the "Announcement") with theterms of an offer to be made by Winghaven Partners for the entire issued and tobe issued ordinary share capital of The Television Corporation plc ("TV Corp")(the "Offer") and in accordance with Rule 8.4 of the City Code on Takeovers andMergers (the "City Code"), the Company confirms that it has received thefollowing further irrevocable undertakings to accept, or procure acceptance of,the Offer: - From HSBC Global Custody Nominee (UK) Limited A/C 813259 in respect of 1,226,756 TV Corp shares, the beneficial owner of which is Terry Bate, representing approximately 2.94 per cent. of the existing issued TV Corp shares. - From HSBC Global Custody Nominee (UK) Limited A/C 947732 in respect of 6,228,935 TV Corp shares, the beneficial owner of which is Talpa Beheer B.V., representing approximately 14.95 per cent. of the existing issued TV Corp shares. This undertaking supersedes and replaces the irrevocable undertakings signed by Talpa Beheer B.V. on 9 November 2005 and 16 November 2005 and the variation agreement signed on 21 November 2005 in full. These undertakings will cease to be binding only: a) if the offer document has not been posted to TV Corp shareholders within 28 days of the Announcement; or b) in the event of an announcement of a third party offer representing at least a 10% premium to the value of the Offer. In this context, "announcement of a third party offer" means an announcement inaccordance with Rule 2.5 of the City Code that a third party has a firmintention to make on offer for TV Corp. In this context, the "value of the Offer" means approximately £36.4 million, orapproximately 87.4 pence per TV Corp share, based on the middle market quotation(closing price) of 50.5 pence per Tinopolis share on 9 November 2005 as outlinedin the Announcement. As such, the irrevocable undertakings would cease to bebinding upon announcement of a third party offer in excess of 96.1 pence per TVCorp share in cash and/or shares. If in shares, any reference to the value of anoffer would be based on the middle market quotation (closing price) of theofferor on the last trading day prior to an announcement. The Company has now received irrevocable undertakings to accept the Offer fromthe following TV Corp shareholders representing approximately 29.9 per cent. ofthe existing issued TV Corp shares: - From HSBC Global Custody Nominee (UK) Limited A/C 947732 in respect of 6,228,935 TV Corp shares, the beneficial owner of which is Talpa Beheer B.V., representing approximately 14.95 per cent. of the existing issued TV Corp shares. - From Broadcast Communications Limited in respect of 5,002,178 TV Corp shares, the beneficial owner of which is Terry Bate, representing approximately 12.01 per cent. of the existing issued TV Corp shares. - From HSBC Global Custody Nominee (UK) Limited A/C 813259 in respect of 1,226,756 TV Corp shares, the beneficial owner of which is Terry Bate, representing approximately 2.94 per cent. of the existing issued TV Corp shares. Tinopolis has also received letters of intent to accept the Offer from thefollowing shareholders representing approximately 21 per cent. of the existingissued TV Corp Shares: - From Schroder Investment Management Limited in respect of funds managed by it, amounting to 7,088,039 TV Corp Shares, representing approximately 17.0 per cent. of the existing issued TV Corp Shares. - From HSBC Global Custody Nominee (UK) Limited A/C 947732 in respect of 1,601,361 TV Corp Shares, the beneficial owner of which is Talpa Beheer B.V., representing approximately 3.8 per cent. of the existing issued TV Corp Shares. This letter of intent supersedes and replaces the letter of intent signed by Talpa Beheer B.V. dated 9 November 2005. - From HSBC Global Custody Nominee (UK) Limited A/C 813259 in respect of 67,830 TV Corp Shares, the beneficial owner of which is Terry Bate, representing approximately 0.16 per cent. of the existing issued TV Corp Shares. Accordingly, the Company has received irrevocable undertakings and letters ofintent to accept the Offer from approximately 50.9 per cent. of TV Corpshareholders. --ENDS-- Enquiries: Winghaven Partners Ltd 020 7201 8899Will IselinRob Edgell Media Enquiries:Mantra PR 020 7907 7800Nick BishopLawrence Dore Notes to Editors: Tinopolis is one of the United Kingdom's leading independent televisionproduction companies. Established in 1989 and based in Llanelli, Tinopolis is amajor player in the regional television market producing approximately 570 hoursof television programming in 2004 for the Welsh channel, S4C, as well asprogrammes for a number of other broadcasters. Tinopolis is currently rankedBritain's fourth largest independent television producer based outside London.Tinopolis also provides creative and technical interactive services forgovernment and many public authorities in the UK and corporate organisationsworldwide. This information is provided by RNS The company news service from the London Stock Exchange