Rule 8.4
26 Março 2009 - 4:00AM
UK Regulatory
TIDMEID
RNS Number : 5018P
Square Enix Holdings Co Limited
26 March 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
26 March 2009
OFFER UPDATE
Recommended Cash Offer
for
Eidos plc ("Eidos")
by
SQEX Ltd ("SQEX")
a wholly owned subsidiary of
Square Enix Holdings Co.
Ltd
Further to the announcement made on 12 February 2009 of the recommended cash
offer for Eidos by SQEX and the circular issued by Eidos in connection with this
dated 4 March 2009 (the "Scheme Document"), Square Enix announces, in accordance
with Rule 8.4 of the Takeover Code that it has received notification from
Cazenove Management Ltd. that the irrevocable undertaking it gave to vote in
favour of the Scheme and the resolutions to be passed at the Court meeting and
the Extraordinary General Meeting extends to a holding of 25,718,916 Eidos
Shares (as opposed to 26,225,256 Eidos Shares which was previously announced)
representing approximately 9.8 per cent. of the existing issued share capital of
Eidos.
Square Enix therefore has total irrevocable undertakings in respect of
84,441,149 Eidos Shares representing approximately 32.0 per cent. of the
existing issued share capital of Eidos. SQEX has also received a letter of
intent in respect of 8,919,628 Eidos Shares representing approximately 3.4 per
cent. of the existing issued share capital of Eidos.
Words and expressions defined in the Scheme Document shall, unless the context
otherwise requires, have the same meanings when used in this announcement.
+------------------------------------------------------------------+---------------------------------+
| Enquiries: | |
+------------------------------------------------------------------+---------------------------------+
| SQEX/Square Enix | |
+------------------------------------------------------------------+---------------------------------+
| Michihiro Sasaki | +81 3 5333 1144 |
| | |
+------------------------------------------------------------------+---------------------------------+
| UBS Investment Bank (Financial Adviser to SQEX/Square Enix) | |
+------------------------------------------------------------------+---------------------------------+
| Andrew Cowper | +44 20 7568 0000 |
| Thomas Onions | |
| | |
+------------------------------------------------------------------+---------------------------------+
UBS, is acting exclusively for SQEX and Square Enix and no one else in
connection with the Acquisition and will not be responsible to anyone other than
SQEX and Square Enix for providing the protections afforded to clients of UBS
Investment Bank, or for providing advice in connection with the Acquisition or
any matter referred to in this announcement.
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Eidos, all "dealings" in any "relevant securities" of
Eidos (including by means of an option in respect of, or a derivative referenced
to, any such "relevant securities") must be publicly disclosed by no later than
3.30 pm (London time) on the Business Day following the date of the relevant
transaction. This requirement will continue until the date on which the Scheme
becomes effective or lapses or on which the "offer period" otherwise ends. If
two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire an "interest" in "relevant securities" of
Eidos, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Eidos by SQEX or Eidos, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, please contact an independent
financial adviser authorised under the Financial Services and Markets Act 2000,
consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel
on telephone number +44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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