TIDMCSLT
RNS Number : 5435U
Cosalt PLC
22 December 2011
Oval (2245) Limited
Revised Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
Oval (2245) Limited ("Oval")
Cash Offer for Cosalt Plc ("Cosalt")
Posting of Recommended Increased Offer Document
In connection with the announcement made on 16 December 2011,
Oval announces that the offer document containing further
information relating to its Recommended Increased Offer of 0.2
pence per Cosalt Share (the "Recommended Increased Offer Document")
is being posted to Cosalt Shareholders today.
The Recommended Increased Offer Document includes letters to
shareholders from Maurice White, Senior Independent Non-Executive
Director and David Ross, Chairman of Oval. The following text has
been extracted from these letters:
Letter from Maurice White
"Recommended Increased Offer by Oval for Cosalt under Rule 9 of
the City Code
1. Introduction
I am writing to you in connection with the Recommended Increased
Cash Offer by Oval to acquire the entire issued and to be issued
share capital of Cosalt at an increased price of 0.2 pence per
Cosalt Share.
The Independent Cosalt Directors having been so advised by
Evolution, Cosalt's financial adviser, consider the terms of the
Recommended Increased Offer to be fair and reasonable and
unanimously recommend that you accept the Recommended Increased
Offer. In providing financial advice to the Independent Cosalt
Directors, Evolution has taken into account the commercial
assessments of the Independent Cosalt Directors.
The Recommended Increased Offer which is being made with the
consent of the Panel constitutes a revision to the Offer. Save as
expressly set out in this document, the terms used in this document
shall have the meaning given to them in the Original Offer
Document.
2. Background to and reasons for recommending the Recommended
Increased Offer
On 25 November 2011, the Independent Cosalt Directors and the
Oval Board announced that they had reached agreement on the terms
of a recommended cash offer of 0.1 pence per Cosalt Share to be
made by Oval to acquire the entire issued and to be issued ordinary
share capital of Cosalt, other than an aggregate of 60,998,069
Cosalt Shares (representing approximately 15.08 per cent. of the
entire existing issued ordinary share capital of Cosalt
beneficially owned by David Ross) at 0.1 pence per Cosalt Share.
The Original Offer Document was posted to Cosalt Shareholders on 29
November 2011.
On 15 December 2011, David Ross acquired 40,957,000 Cosalt
Shares at 0.2 pence per Cosalt Share.
On 16 December 2011, David Ross acquired a further 74,032,710
Cosalt Shares, from Sovereign Holding at 0.2 pence per Cosalt
Share. These acquisitions took David Ross' holding at that date to
43.52 per cent. of the existing issued ordinary share capital. As
David Ross' holding exceeded 30 per cent., Oval was then required
under the Code to make a mandatory cash offer at the highest price
paid of 0.2 pence per Cosalt Share, which it is doing by way of the
Recommended Increased Offer.
The background to and reasons for the Independent Cosalt
Directors recommending the Offer were outlined in paragraph two of
Part I of the Original Offer Document. The Independent Cosalt
Directors remain of the view that the Company continues to be in a
difficult financial position. As such, the Recommended Increased
Offer represents the most realistic means of securing the Company's
future and the Independent Cosalt Directors therefore unanimously
agree to recommend the Recommended Increased Offer of 0.2 pence per
share, which represents an uplift of 100 per cent. on the
Offer.
3. Current Funding
Following the publication of the Original Offer Document on 29
November 2011, the Cosalt Board announced that it was continuing to
manage the Group's working capital position whilst maintaining a
dialogue with David Ross regarding his financial support during the
Offer Period. The Cosalt Board then confirmed on 7 December 2011
that it had reached agreement with Oval for the provision of
short-term working capital and capital expenditure funding through
a GBP5 million unsecured facility, the key terms of which are
summarised in paragraph 11.1 of Appendix 4 of this document. This
facility was initially repayable on the earliest to occur of a
number of dates, including 22 December 2011.
The Cosalt Board now confirms that Oval has agreed to extend the
repayment date of the facility to the earliest to occur of (i) 10
January 2012, being just after 9 January 2012, the date on which
Oval's Recommended Increased Offer closes; (ii) the date of any
refinancing of any nature of the bank facilities available to the
Company as referred to in paragraph 13 of Appendix 4 of the
Original Offer Document; (iii) any date on which a change of
control occurs; or (iv) the date there has been an insolvency event
against the Company.
David Ross has previously outlined his plans to provide a
further GBP5 million of funding to the Company, should he acquire
control of Cosalt. Since the publication of the Original Offer
Document, there have been no other alternative funding offers
forthcoming and certain of the Company's key shareholders have sold
their entire holdings of Cosalt Shares to Oval. In light of these
developments, it remains unclear how the Cosalt Group would be able
to fund its operations without David Ross' continuing support or if
Oval's Recommended Increased Offer does not proceed.
4. Terms of the Recommended Increased Offer
The Recommended Increased Offer is contained in the letter from
Oval set out in Part II of this document.
The Recommended Increased Offer is made on the following
basis:
for each Cosalt Share 0.2 pence in cash
At 0.2 pence, the Recommended Increased Offer represents:
-- a discount of approximately 74.35 per cent. to the Closing
Price of 0.78 pence for each Cosalt Share on 16 November 2011,
being the last business day prior to the commencement of the Offer
Period;
-- a discount of approximately 42.85 per cent. to the Closing
Price of 0.35 pence for each Cosalt Share on 24 November 2011,
being the last business day prior to the Announcement;
-- a premium of approximately 14.29 per cent. to the Closing
Price of 0.175 pence for each Cosalt Share on 15 December 2011,
being the last business day prior to the announcement of the
Recommended Increased Offer; and
-- a discount of approximately 18.37 per cent. to the Closing
Price of 0.245 pence for each Cosalt Share on 21 December 2011,
being the last business day prior to the publication of this
document.
The Recommended Increased Offer values the entire issued and to
be issued ordinary share capital of Cosalt at approximately
GBP800,000 and implies an enterprise value of approximately GBP16.7
million.
5. Irrevocable undertakings and acquisitions of Cosalt
Shares
Oval had received an irrevocable undertaking from Sovereign
Holding, the beneficial owner of 74,276,918 Cosalt Shares,
representing approximately 18.37 per cent. of the existing issued
ordinary share capital of Cosalt, to procure the acceptance of the
Offer from Lynchwood Nominees Limited (who holds the shares as
nominee for Sovereign Holding).
On 15 December 2011, David Ross acquired a further 40,957,000
Cosalt Shares, representing approximately 10.13 per cent. of the
existing issued share capital of Cosalt, from Progressive
Investments Limited, at a price of 0.2 pence per Cosalt Share. Oval
further announced on 16 December 2011, that David Ross had acquired
74,032,710 Cosalt Shares, representing approximately 18.31 per
cent. of the existing issued share capital of Cosalt, from
Lynchwood Nominees Limited at a price of 0.2 pence per Cosalt Share
that were the subject of the irrevocable undertaking referred to
above.
As at 21 December 2011 Oval had received valid acceptances in
respect of 23,470,012 Cosalt Shares representing approximately 5.80
per cent. of the issued ordinary share capital of Cosalt.
Accordingly, David Ross or Oval has now acquired, agreed to
acquire Cosalt Shares or has received valid acceptances in respect
of Cosalt Shares which represent, in aggregate, approximately 49.32
per cent. of the existing issued share capital of Cosalt.
Further details of the irrevocable undertaking are set out in
paragraph 4 of the letter from Oval set out in Part II of the
Original Offer Document and in paragraph 7 of Appendix 4 to the
Original Offer Document.
6. Directors, management and employees
Oval's intentions as to the Cosalt Directors, the management and
employees of Cosalt were outlined in paragraph 8 of Part II of the
Original Offer Document and these intentions remain unchanged.
Notwithstanding the non-executive directors' resignation
becoming effective on the offer being declared unconditional in all
respects, each of them has confirmed their willingness to remain as
directors until the end of the acceptance period, being 9 January
2012.
7. Taxation
Your attention is drawn to paragraph 13 of the letter from Oval
set out in Part II of the Original Offer Document. If you are in
any doubt as to your own tax position, or if you are subject to
taxation in a jurisdiction outside of the United Kingdom, you
should immediately consult an appropriately qualified independent
professional adviser.
8. Cancellation of admission of Cosalt Shares to trading on the
Official List
It is the intention of the Company to convene a general meeting
of Cosalt Shareholders to seek a delisting of Cosalt Shares and
cancellation of Cosalt's admission to the Main Market of the London
Stock Exchange following the Recommended Increased Offer becoming
or being declared unconditional in all respects.
9. Action to be taken to accept the Recommended Increased
Offer
The procedure for acceptance of the Recommended Increased Offer
is set out in paragraph 14 of Part II of this document.
Your decision as to whether to accept the Recommended Increased
Offer will depend, inter alia, upon your individual circumstances.
If you are in any doubt as to the action you should take, you
should seek your own independent financial advice immediately from
your stockbroker, bank manager, solicitor, accountant or other
independent financial adviser duly authorised under FSMA, if you
are in the United Kingdom, or, if not, from another duly authorised
independent financial adviser.
10. Further information
The Cosalt Shares to be acquired by Oval pursuant to the
Recommended Increased Offer will be acquired fully paid and free
from all liens, equities, charges, encumbrances, rights of
pre-emption and other third party rights and interests of any
nature whatsoever and together with all rights now or hereafter
attaching thereto, including the right to receive and retain all
dividends and other distributions (if any) declared, paid or made
on or after 25 November 2011.
There are no agreements or arrangements to which Oval is a party
which relate to the circumstances in which it may or may not invoke
or seek to invoke a condition of the Recommended Increased
Offer.
11. Recommendation
The Independent Cosalt Directors, having been so advised by
Evolution, consider the terms of the Recommended Increased Offer to
be fair and reasonable. In providing advice to the Independent
Cosalt Directors, Evolution has taken into account the commercial
assessments of the Independent Cosalt Directors. Accordingly, the
Independent Cosalt Directors unanimously recommend Cosalt
Shareholders to accept the Recommended Increased Offer.
Yours faithfully
Maurice White
Senior Independent Non-Executive Director For and on behalf of
the Independent Cosalt Directors"
Letter from David Ross:
"Recommended Increased Cash Offer by Oval for Cosalt under Rule
9 of the City Code
I am writing to you today on behalf of Oval to set out the terms
of the Recommended Increased Offer, to explain the background to
and reasons for the Recommended Increased Offer and to seek your
acceptance of the Recommended Increased Offer.
1. Background to and reasons for the Recommended Increased
Offer
On 25 November 2011, the Oval Board and the Independent Cosalt
Directors announced that they had agreed the terms of a recommended
cash offer for the entire issued and to be issued ordinary share
capital of Cosalt at 0.1 pence per Cosalt Share other than an
aggregate of 60,998,069 Cosalt Shares (representing approximately
15.08 per cent. of the entire existing issued share capital of
Cosalt beneficially held by me). The Original Offer Document was
posted to Cosalt Shareholders on 29 November 2011.
On 15 December 2011, I acquired a further 40,957,000 Cosalt
Shares, representing approximately
10.13 per cent. of the existing issued share capital of Cosalt,
from Progressive Investments Limited, at a price of 0.2 pence per
Cosalt Share. Oval further announced, on 16 December 2011, I
acquired 74,032,710 Cosalt Shares, representing approximately 18.31
per cent. of the existing issued share capital of Cosalt, from
Lynchwood Nominees Limited, the nominee for Sovereign Holding, at a
price of 0.2 pence per Cosalt Share.
Rule 6.2 of the Code requires an offeror, or any person acting
in concert with it, who acquires shares at above the offer price to
increase its offer to not less than the highest price paid. Oval's
Offer was revised accordingly to 0.2 pence per Cosalt Share and the
intention to make the Recommended Increased Offer was announced on
16 December 2011. The only condition to the Recommended Increased
Offer is that valid acceptances are received which will result in
myself or Oval holding Cosalt Shares representing in aggregate more
than 50 per cent. of the voting rights exercisable at a general
meeting of Cosalt.
As at 21 December 2011, Oval had received valid acceptances in
respect of 23,470,012 Cosalt Shares representing approximately 5.80
per cent. of the issued ordinary share capital of Cosalt.
Accordingly, myself or Oval has now acquired or agreed to
acquire Cosalt Shares or has received valid acceptances in respect
of Cosalt Shares which represent, in aggregate, approximately 49.32
per cent. of the existing issued share capital of Cosalt. Rule 9 of
the Code requires any person who acquires shares carrying 30 per
cent. or more of the voting rights of a company to make a mandatory
cash offer which Oval is making by way of the Recommended Increased
Offer.
2. Recommendation
The Independent Cosalt Directors, having been so advised by
Evolution, consider the terms of the Recommended Increased Offer to
be fair and reasonable. In providing advice to the Independent
Cosalt Directors, Evolution has taken into account the commercial
assessments of the Independent Cosalt Directors. Accordingly, the
Independent Cosalt Directors unanimously recommend Cosalt
Shareholders to accept the Recommended Increased Offer.
3. Terms of the Recommended Increased Offer
Oval hereby offers to acquire, on the terms of and subject to
the conditions set out in Appendix I of this document, all the
issued and to be issued ordinary share capital of Cosalt other than
an aggregate of 175,987,779 Cosalt Shares (representing
approximately 43.52 per cent. of the entire existing issued
ordinary share capital of Cosalt beneficially held by me) on the
following basis:
for each Cosalt Share 0.2 pence in cash
At 0.2 pence, the Recommended Increased Offer represents:
-- a discount of approximately 74.35 per cent. to the Closing
Price of 0.78 pence for each Cosalt Share on 16 November 2011,
being the last business day prior to the commencement of the Offer
Period;
-- a discount of approximately 42.85 per cent. to the Closing
Price of 0.35 pence for each Cosalt Share on 24 November 2011,
being the last business day prior to the Announcement;
-- a premium of approximately 14.29 per cent. to the Closing
Price of 0.175 pence for each Cosalt Share on 15 December 2011,
being the last business day prior to the announcement of the
Recommended Increased Offer; and
-- a discount of approximately 18.37 per cent. to the closing
price of 0.245 pence for each Cosalt Share on 21 December 2011,
being the last business day prior to the publication of this
document.
The Recommended Increased Offer values the entire issued and to
be issued ordinary share capital of Cosalt at approximately
GBP800,000 and implies an enterprise value of approximately GBP16.7
million.
4. Irrevocable undertakings and acquisitions of Cosalt
Shares
Oval had received an irrevocable undertaking from Sovereign
Holding, the beneficial owner of 74,276,918 Cosalt Shares,
representing approximately 18.37 per cent. of the existing issued
ordinary share capital of Cosalt, to procure the acceptence of the
Offer from Lynchwood Nominees Limited (which holds the Cosalt
Shares as nominee for Sovereign Holding).
On 15 December 2011, I acquired a further 40,957,000 Cosalt
Shares, representing approximately
10.13 per cent. of the existing issued share capital of Cosalt,
from Progressive Investments Limited, at a price of 0.2 pence per
Cosalt Share. Oval further announced, on 16 December 2011, that I
acquired 74,032,710 Cosalt Shares, representing approximately 18.31
per cent. of the existing issued share capital of Cosalt, from
Lynchwood Nominees Limited at a price of 0.2 pence per Cosalt Share
that were the subject of the irrevocable undertaking referred to
above.
As at 21 December 2011 Oval had received valid acceptances in
respect of 23,470,012 Cosalt Shares representing approximately 5.80
per cent. of the issued ordinary share capital of Cosalt.
Accordingly, myself or Oval has now acquired or agreed to
acquire Cosalt Shares or has received valid acceptances in respect
of Cosalt Shares which represent, in aggregate, approximately 49.32
per cent. of the existing issued share capital of Cosalt.
Further details of the irrevocable undertaking are set out in
paragraph 7 of Appendix 4 to the Original Offer Document.
5. Information on Oval
Save as disclosed in paragraph 6 below there have been no
material changes to the information contained in paragraph 5 of
Part II the Original Offer Document.
6. Information on Cosalt
Save as disclosed below there has been no material change in the
information disclosed in the Original Offer Document.
On 7 December 2011, the Company announced that it had agreed
terms with Oval for the provision of short-term working capital and
capital expenditure funding. Oval made a GBP5 million unsecured
facility ("the Facility") available to the Company for drawdown
with immediate effect. Under the terms of the Facility, any amounts
outstanding fell due for repayment on the earliest to occur of (i)
22 December 2011;
(ii) the date of any refinancing of any nature of the bank
facilities available to the Company as referred to in paragraph (g)
of Appendix 4 of the Original Offer Document; (iii) any date on
which a change of control occurs; or (iv) the date there has been
an insolvency event against the Company.
The Cosalt Board now confirms that Oval has agreed to extend the
repayment date of the facility to the earliest to occur of (i) 10
January 2012, being just after 9 January 2012, the date on which
Oval's Recommended Increased Offer closes; (ii) the date of any
refinancing of any nature of the bank facilities available to the
Company as referred to in paragraph 13 of Appendix 4 of the
Original Offer Document; (iii) any date on which a change of
control occurs; or (iv) the date there has been an insolvency event
against the Company.
A summary of the Facility, which is considered to be an
additional material contract is included in paragraph 11.1 of
Appendix 4 in this document.
As at 21 December 2011 (being the latest practicable date prior
to publication of this document), the net debt of the Company had
risen to GBP15.9 million.
7. Directors, management and employees
Oval's intentions as to the Cosalt Directors, the management and
employees of Cosalt were outlined in paragraph 8 of Part II of the
Original Offer Document and these intentions remain unchanged.
Notwithstanding the non-executive directors' resignation
becoming effective on the offer being declared unconditional in all
respects, each of them has confirmed their willingness to remain as
directors until the end of the acceptance period, being 9 January
2012.
8. Cosalt Share Option Schemes, Deferred Shares and Preference
Shares
The Recommended Increased Offer extends to any Cosalt Shares
which are issued or unconditionally allotted and fully paid (or
credited as fully paid) before the date on which the Recommended
Increased Offer closes (or such earlier date as Oval may, subject
to the Code decide, not being earlier than the date on which the
Recommended Increased Offer becomes or is declared unconditional as
to acceptances or, if later, 9 January 2012), including any such
shares unconditionally allotted or issued pursuant to
options/awards under the Cosalt Share Option Schemes.
To the extent that options/awards have vested and remain
unexercised at the time the Recommended Increased Offer becomes or
is declared wholly unconditional, appropriate proposals will be
made by Oval to participants in the Cosalt Share Option Schemes
once the Recommended Increased Offer becomes or is declared wholly
unconditional.
The Recommended Increased Offer does not extend to the Company's
Deferred Shares and Preference Shares.
9. Disclosure of interest in Cosalt
At the date of publication of the Original Offer Document David
Ross had a beneficial interest in 60,998,069 shares representing
approximately 15.08 per cent. of the issued ordinary share capital
of Cosalt.
On 15 December 2011, I acquired a further 40,957,000 Cosalt
Shares, representing approximately
10.13 per cent. of the existing issued share capital of Cosalt,
from Progressive Investments Limited. On 16 December 2011, I
acquired 74,032,710 Cosalt Shares from Lynchwood Nominees Limited
(which holds the Cosalt Shares as nominee for Sovereign Holding)
representing approximately 18.3 per cent. of the existing issued
share capital of Cosalt.
Accordingly, myself or Oval has now acquired, agreed to acquire
or has received valid acceptances in respect of Cosalt Shares which
represent, in aggregate, approximately 49.32 per cent. of the
existing issued share capital of Cosalt.
Except for these Cosalt Shares, and as disclosed in Appendix 4
of this document, neither Oval, any of Oval's Directors, their
immediate families or related trusts, nor so far as Oval is aware
any party acting in concert with Oval, has any interest in or right
to subscribe in respect of any relevant securities of Cosalt or has
any short positions in respect of relevant securities of Cosalt, or
has borrowed or lent any relevant security of Cosalt.
10. Financing of the Recommended Increased Offer
The Recommended Increased Offer will be financed out of Oval's
existing cash resources. WH Ireland, financial advisers to Oval, is
satisfied that sufficient resources are available to Oval to
satisfy full acceptance of the Recommended Increased Offer.
11. Overseas shareholders
The attention of Overseas Shareholders, or other Cosalt
Shareholders who would, or otherwise intend to, forward this
document and the accompanying documents to any jurisdiction outside
the UK, is drawn to paragraph 13 of part II, paragraph 6 of Part B,
paragraph (c) of Part C and paragraph (c) of Part D of Appendix 1
of the Original Offer Document.
The availability of the Recommended Increased Offer to persons
not resident in the UK may be affected by the laws of the relevant
jurisdiction. Persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, or
observe any applicable requirements.
The Recommended Increased Offer referred to in this document and
the accompanying Form of Acceptance is not being made, directly or
indirectly, in, into or by use of the mails of, 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, the United States,
Canada, Australia, Japan or any other jurisdiction if to do so
would constitute a violation of the relevant laws of such
jurisdiction. This document does not constitute an offer in the
United States, Canada, Australia, Japan or any other such
jurisdiction and the Recommended Increased Offer will not be
capable of acceptance by any such use, means, instrumentality or
facilities or otherwise from or within the United States, Canada,
Australia, Japan or any other such jurisdiction. Accordingly,
neither this document nor the accompanying document are being, nor
should be, mailed, transmitted or otherwise distributed, in whole
or in part, in or into or from the United States, Canada,
Australia, Japan or any other such jurisdiction. Doing so may
render invalid any purported acceptance of the Recommended
Increased Offer.
All Cosalt Shareholders (including, without limitation,
nominees, trustees or custodians) who intend to forward this
document and the accompanying document to any jurisdiction outside
the UK should read paragraph 13 of Part II, paragraph 6 of Part B,
paragraph (c) of Part C and paragraph (c) of Part D of Appendix 1
of the Original Offer Document and seek appropriate advice before
taking any action.
Accordingly, accepting Cosalt Shareholders who hold their shares
in certificated form and are unable to give the representations and
warranties set out in paragraph (c) (i) and (ii) of Part C of the
Original Offer Document and who put "No" in Box 4 of the Form of
Acceptance will be deemed not to have validly accepted the
Recommended Increased Offer and accepting Cosalt Shareholders who
hold their shares in uncertificated form and are unable to give the
representations and warranties set out in paragraph (c) (i) and
(ii) of Part D of the Original Offer Document will (subject to
paragraph 14 of Part II) also be deemed not to have validly
accepted the Recommended Increased Offer.
12. United Kingdom Taxation
Taxation of chargeable gains
Liability to UK capital gains tax (or, for UK resident
companies, corporation tax on chargeable gains) ("CGT") will depend
on the individual circumstances of Cosalt Shareholders and on the
form of consideration received.
Acceptance of the Recommended Increased Offer will (except to
the extent referred to in the next paragraph) constitute a disposal
or a part disposal of his Cosalt Shares for CGT purposes which may,
depending on Cosalt Shareholder's individual circumstances
(including the availability of reliefs such as entrepreneurs'
relief, exemptions and allowable losses) give rise to a liability
to CGT.
Stamp Duty and Stamp Duty Reserve Tax ("SDRT")
Acceptance of the Recommended Increased Offer
No stamp duty or SDRT is payable by Cosalt Shareholders as a
result of accepting the Recommended Increased Offer.
There are no changes to the detail given in the Original Offer
Document.
Other tax matters
Special tax provisions may apply to Cosalt Shareholders who have
acquired or who acquire their Cosalt Shares by exercising options
under Cosalt Share Option Schemes or otherwise by reason of
employment, including provisions imposing a charge to income tax
and national insurance contributions.
13. Procedures for acceptance of the Recommended Increased Offer
Cosalt Shareholders who wish to accept the Recommended Increased
Offer and have not yet done so through acceptance of the Offer are
urged to do so in the manner set out in the Original Offer Document
and, if they hold Cosalt Shares in certificated form, deliver a
Form of Acceptance in
accordance with the instructions set out thereon and in the
Original Offer Document as soon as practicable and in any event by
no later than 1.00 p.m. (London time) on 9 January 2012.
For convenience a revised Form of Acceptance is included with
this document.
Under the terms of the Offer, acceptances of the Offer or the
Recommended Increased Offer are deemed to be acceptances of the
Recommended Increased Offer.Accordingly, Cosalt Shareholders who
have validly accepted and not validly withdrawn their acceptances
of the Offer will receive the consideration payable under the
Recommended Increased Offer and need therefore take no further
action.
Your attention is drawn to the Appendices to the Original Offer
Document and, in respect of certificated Cosalt Shares, the Form of
Acceptance. The procedure for acceptance of the Recommended
Increased Offer is set out Part B of Appendix I of the Original
Offer Document and, in respect of certificated shares, the form of
Acceptance.
If your Cosalt Shares are held in certificated form (that is,
not through CREST) and you wish to accept the Recommended Increased
Offer, you should follow the instructions in Part B and Part C of
Appendix I of the Original Offer Document and the Form of
Acceptance and complete, sign and return the enclosed Form of
Acceptance, together with all other required documents, as soon as
possible and, in any event, so as to be received either by post or,
by hand (during normal business hours) to Capita Registrars, at
Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU, no later than 1.00 p.m. (London time) on 9 January 2012.
No acknowledgement of receipt of documents will be given.
If your Cosalt Shares are held in uncertificated form (that is,
in CREST) and you wish to accept the Recommended Increased Offer,
you should follow the instructions below and as set out Part B and
Part D of Appendix I to the Original Offer Document so that the
relevant TTE instruction settles no later than 1.00 p.m. (London
time) on 9 January 2012.
To accept the Recommended Increased Offer in respect of
uncertificated Cosalt Shares you should send (or if you are a CREST
sponsored member, procure that your CREST sponsor sends) a TTE
Instruction to Euroclear and which must contain, in addition to the
other information that is required for a TTE Instruction to settle
in CREST, the following details:
-- the number of uncertificated Cosalt Shares in respect of
which you wish to accept the Recommended Increased Offer and which
are to be transferred to an escrow balance;
-- your member account ID;
-- your participant ID;
-- the participant ID of the Escrow Agent. This is RA10;
-- the member account ID of the Escrow Agent for the Recommended
Increased Offer in its basic form. This is OVACOS01;
-- the intended settlement date. This should be as soon as
possible and in any event no later than
-- 1.00 p.m. on 9 January 2012 of the Recommended Increased Offer;
-- the corporate action number for the Recommended Increased
Offer. This is allocated by Euroclear and can be found by viewing
the relevant Cosalt corporate action details in CREST;
-- the ISIN number for the Cosalt Shares. This is GB0002265055;
-- input with standard delivery priority of 80; and
-- contact name and telephone number inserted in the shared note field.
After settlement of the TTE Instruction, you will not be able to
access the Cosalt Shares concerned in CREST for any transaction or
charging purposes. If the Recommended Increased Offer becomes or is
declared wholly unconditional, the Escrow Agent will transfer the
Cosalt Shares concerned to itself in accordance with paragraph (e)
of Part D of Appendix 1 of the Original Offer Document.
14. Further information
The Recommended Increased Offer will remain open for acceptance
until 1.00 p.m. on 9 January 2012 or such later time(s) and/or
date(s) as Oval may decide in accordance with the provisions
contained in paragraph (a) of Part A of Appendix 1 of the Original
Offer Document.
Your attention is drawn to the Appendices of the Original Offer
Document and (if you hold your Cosalt Shares in certificated form)
to the accompanying Form of Acceptance.
15. Action to be taken
If you hold your Cosalt Shares in certificated form (that is,
not in CREST), you are urged to complete, sign and return the Form
of Acceptance by post or (during normal business hours only) by
hand to Capita Registrars, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible but, in
any event, so as to be received by no later than 1.00 p.m. on 9
January 2012. Your share certificate(s) and/or other documents of
title should be enclosed with your completed Form of Acceptance. A
first class reply-paid envelope is enclosed for your convenience if
you are posting your documents in the UK. If you hold your Cosalt
Shares in uncertificated form (that is, in CREST), you should
follow the procedure set out in paragraph 14(b) of this letter and
ensure that an Electronic Acceptance is made by you or on your
behalf and has settled no later than 1.00 p.m. on 9 January
2012.
Yours faithfully,
David Ross,
Chairman Oval (2245) Limited"
Material change
Save as disclosed in this Announcement or in the Revised Offer
Document, the boards of Cosalt and Oval confirm that, pursuant to
Rule 27.1 of the Code, they are not aware of any material change in
the information contained in the Original Offer Document and in
particular to the information set out in Appendix 4 to the Original
Offer Document in relation to:
-- changes or additions to, or the replacement of, material
contracts, irrevocable commitments or letters of intent or
financing arrangements;
-- any known significant changes in the financial or trading position;
-- interests and dealings;
-- directors' emoluments;
-- special arrangements;
-- ultimate owner of securities acquired under the Offer;
-- arrangements in relation to dealings; and
-- changes to directors' service contracts.
Acceptance of the Recommended Increased Offer
Cosalt Shareholders who wish to accept the Recommended Increased
Offer and have not yet done so through acceptance of the Offer are
urged to do so in the manner set out in the Recommended Increased
Offer Document and, if they hold Cosalt Shares in certificated
form, deliver a Form of Acceptance in accordance with the
instructions set out thereon and in the Recommended Increased Offer
Document as soon as practicable and in any event by no later than
1pm on 9 January 2012.
Previous acceptors of the Offer
Cosalt Shareholders who have already accepted the Offer will
obtain the benefit of, and be deemed to have accepted, the
Recommended Increased Offer. Such Cosalt Shareholders need take no
further action (assuming its Form(s) of Acceptance have been
delivered valid and complete in all respects).
Further information
Copies of the Recommended Increased Offer Document and the Form
of Acceptance are available (during normal business hours) from
Capita Registrars at Corporate Actions, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU. In addition, any Cosalt Shareholder
will be able to obtain an electronic copy via email from Capita
Registrars. Details for telephoning Capita Registrars from outside
the United Kingdom are set out below.
If you have any questions as to how to complete the Form of
Acceptance (or wish to request additional Forms of Acceptance) or
as to how to make an Electronic Acceptance, please contact Capita
Registrars on 0871 664 0321 or +44 20 8639 3399 (if telephoning
from outside the United Kingdom) between 9.00 a.m. and 5.00 p.m.
(London time) Monday to Friday (excluding United Kingdom public
holidays) or at the address set out above.
A copy of all announcements by Oval and the Recommended
Increased Offer Document will be available on: www.cosalt.com.
Terms used in this announcement shall have the meaning given to
them in the Offer Document or the Recommended Increased Offer
Document.
Enquiries:
WH Ireland (financial adviser to Oval)
James Joyce / James Bavister Tel: +44 (0) 20 7220 1666
Evolution Securities (financial adviser to Cosalt)
Joanne Lake / Peter Steel Tel: +44 (0) 113 243 1619
RLM Finsbury (PR adviser to Oval)
James Leviton Tel: +44 (0) 20 7251 3801
Cardew Group (PR adviser to Cosalt)
Tim Robertson / Sophie Leigh-Pemberton Tel: +44 (0) 20 7930 0777
IMPORTANT INFORMATION
This announcement is not intended to and does not constitute, or
form part of, an offer to sell or invitation to purchase or
subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Recommended Increased
Offer or otherwise, nor will there be any purchase or transfer of
the securities referred to in this announcement in any jurisdiction
in contravention of applicable law or regulation. The Recommended
Increased Offer will be made solely through the Recommended
Increased Offer Document and, in the case of certificated Cosalt
Shares, the Form of Acceptance accompanying the Recommended
Increased Offer Document, which will contain the full terms and
conditions of the Recommended Increased Offer, including details of
how to accept the Recommended Increased Offer. Any acceptance or
other response to the Recommended Increased Offer should be made
only on the basis of the information in such documents.
WH Ireland, which is authorised and regulated in the United
Kingdom by the Financial Services Authority is acting exclusively
for Oval in connection with the Recommended Increased Offer and for
no one else and will not be responsible to anyone other than Oval
for providing the protections afforded to its clients or for
providing advice in relation to the Recommended Increased
Offer.
Evolution Securities, which is authorised and regulated in the
United Kingdom by the Financial Services Authority is acting
exclusively for Cosalt in connection with the Recommended Increased
Offer and will not be responsible to anyone other than Cosalt for
providing the protection afforded to clients of Evolution
Securities or for providing advice in relation to the Recommended
Increased Offer.
The availability of the Recommended Increased Offer to persons
who are not resident in the UK may be affected by the laws of the
relevant jurisdictions. Persons who are not so resident should
inform themselves about, and observe, any applicable requirements.
Further details in relation to overseas shareholders will be
contained in the Recommended Increased Offer Document.
The release, publication or distribution of this announcement in
jurisdictions other than the UK may be restricted by law and/or
regulation and therefore any persons who are subject to the laws
and regulations of any jurisdiction other than the UK should inform
themselves about, and observe, any applicable requirements. Any
failure to comply with the applicable requirements may constitute a
violation of the laws and/or regulations of any such jurisdiction.
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and/or
regulations of jurisdictions outside the UK.
Any person (including, without limitation, any custodian,
nominee and trustee) who would, or otherwise intends to, or who may
have a contractual or legal obligation to, forward this
announcement
and/or the Recommended Increased Offer Document and/or any other
related document to any jurisdiction outside the UK should inform
themselves of, and observe, any applicable legal or regulatory
requirements of that jurisdiction.
To the extent permitted by applicable law and in accordance with
normal UK practice, Oval, or its nominee or brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, Cosalt Shares other than pursuant to the
Recommended Increased Offer, such as in open market or privately
negotiated purchases during the period in which the Recommended
Increased Offer remains open for acceptance. Such purchases, or
arrangements to purchase, must comply with English law, the City
Code and other applicable law.
The directors of Oval and Cosalt accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the directors of Oval and Cosalt (who have
taken all reasonable care to ensure that such is the case), the
information contained in this document is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
DISCLOSURE REQUIREMENTS OF THE CODE
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
offeree company and (ii) any paper offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of
offeree company or of a paper offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of an
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree or of any paper offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper
offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree company and offeror companies in respect
of whose relevant securities Opening Position Disclosures and
Dealing Disclosures must be made can be found in the Disclosure
Table on the Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This announcement contains certain forward looking statements
with respect to the financial condition, results of operations and
business of Oval and Cosalt or the Cosalt Group and certain plans
and objectives of the Oval Board and the Cosalt Board. These
forward looking statements can be identified by the fact that they
do not relate to historical or current facts. Forward looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or the negative form of these
terms and similar expressions. These statements are based on
assumptions and assessments made by the Oval Board and the Cosalt
Board in the light of their experience and their perception of
historical trends, current conditions, expected future developments
and other factors they believe appropriate. By their nature,
forward looking statements involve risk and uncertainty and the
factors described in the context of such forward looking statements
in this document could cause actual results and developments to
differ materially from those expressed in or implied by such
forward looking statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this document. Except
as required by the FSA, the London Stock Exchange or any other
applicable law, Oval and Cosalt assume no obligation to update or
correct the information contained in this announcement.
Nothing in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of Oval
or Cosalt following completion of the Recommended Increased Offer
unless otherwise stated.
FURTHER INFORMATION
Please be aware that addresses, electronic addresses and certain
other information provided by Cosalt Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from the Cosalt Group may be provided to Oval during
the Offer Period as required under Section 4 of Appendix 4 of the
Code.
If you are in any doubt about the action you should take, you
are recommended to seek your own personal financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant or independent financial adviser authorised under the
Financial Services and Market Act 2000 (as amended) if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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