TIDMWSI
RNS Number : 7327T
Wasp Management Software Limited
09 December 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE
UNITED STATES, AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
9 December 2011
Recommended Cash Offer
by
Wasp Management Software Limited
For
WorkPlace Systems International plc
Posting of Offer Document
The board of directors of Wasp Management Software Limited
("NewCo"), a Company backed by Lloyds TSB Development Capital
Limited ("LDC") and the Management Team, today announced, together
with the Independent Directors of WorkPlace Systems International
plc ("WorkPlace" or the "Company"), the terms of a recommended cash
offer to be made by NewCo for the entire issued and to be issued
share capital of WorkPlace, excluding the Roll-over Shares which
NewCo has separately contracted to acquire from the Management Team
(the "Offer").
Further to that announcement, the boards of WorkPlace and NewCo
are pleased to announce that the offer document (the "Offer
Document") and the Form of Acceptance relating to the Offer are
being posted to WorkPlace Shareholders today. The Offer Document
contains, amongst other things, the full terms and conditions of
the Offer and details of the actions to be taken by the WorkPlace
Shareholders. The Offer Document also includes notice of general
meeting of WorkPlace to be held on 28 December 2011. The General
Meeting is being convened to consider and, if thought fit, pass the
Ordinary Resolution pursuant to Rule 16 of the City Code.
Participants in the WorkPlace Share Option Schemes are also
being sent further details of the actions they can take in respect
of the Offer.
Save as defined herein, defined terms in this announcement are
as defined in the Offer Document.
A copy of this announcement will be made available free of
charge, at www.workplacesystems.com and www.waspbidco.com by no
later than 12 noon on 12 December 2011 and will be available during
the course of the Offer.
Enquiries:
For further information, please contact:
020 77 583
NewCo 680
Daniel Sasaki
Kunal Dasgupta
Barney Quinn
Paul Wright
020 72 278
Torch Partners Corporate Finance Limited 830
(financial adviser to LDC & NewCo)
Rupert Robson
Seth Schelin
Thomas Roberts
Amaya Gonzalez Lantero
020 75 985
Fairfax I.S. Plc 368
(financial adviser to NewCo & Management Team)
Simon Bennett
Stuart Gledhill
Katy Birkin
020 76 299
Morgan Rossiter 101
(public relations adviser to NewCo)
Richard Evans
019 08 251
Workplace Systems International Plc 300
Ian Lenagan, Chairman
John Herring, Non-executive Director
020 70 634
Mazars Corporate Finance Limited 000
(financial adviser to the Independent Directors)
Stephen Skeels
Andrew Millington
Simon Fitzsimmons
020 31 786
Biddicks 378
(public relations adviser to Workplace Systems)
Zoe Biddick
Sophie McNulty
This announcement does not constitute or form part of any offer
or invitation to sell or purchase any securities or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, pursuant to the
Offer or otherwise. The Offer will be made solely by the Offer
Document which will contain the full terms and conditions of the
Offer, including details of how the Offer may be accepted.
Fairfax I.S. PLC, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting only
for each of NewCo and the Management Team and no one else in
connection with the Offer and will not be responsible to anyone
other than NewCo and the Management Team for providing the
protections afforded to clients of Fairfax I.S. PLC or for
providing advice in relation to the Offer, the contents of this
announcement or any other matters referred to in this
announcement.
Torch Partners Corporate Finance Limited, which is authorised
and regulated in the United Kingdom by the Financial Services
Authority, is acting only for each of NewCo and LDC and no one else
in connection with the Offer and will not be responsible to anyone
other than NewCo and LDC for providing the protections afforded to
clients of Torch Partners Corporate Finance Limited or for
providing advice in relation to the Offer, the contents of this
announcement or any other matters referred to in this
announcement.
Mazars Corporate Finance Limited, which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting only for WorkPlace and no one else in
connection with the Offer and will not be responsible to anyone
other than WorkPlace for providing the protections afforded to
clients of Mazars Corporate Finance Limited or for providing advice
in relation to the Offer, the contents of this announcement or any
other matters referred to in this announcement.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this
announcement comes 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. To the fullest extent permitted by applicable law,
the companies involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by NewCo and permitted by applicable
law and regulation, subject to certain exemptions, the Offer is not
being, and will not be, made, directly or indirectly, in or into
and will not be capable of acceptance from or within a Restricted
Jurisdiction. Accordingly, unless otherwise determined by NewCo,
copies of this announcement and any other documentation relating to
the Offer are not being and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction and persons receiving this announcement
and any other documentation relating to the Offer (including
custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions as
doing so may be a breach of applicable law and regulation in that
jurisdiction and may invalidate any purported acceptance of the
Offer. The availability of the Offer to persons who are not
resident in the United Kingdom may be affected by the laws of their
relevant jurisdiction. Such persons should inform themselves about
and observe any applicable legal or regulatory requirements of
their jurisdiction.
Any person (including nominees, trustees and custodians) who
would, or otherwise intends to, or may have a legal or contractual
obligation to, forward this announcement and/or any documentation
relating to the Offer to any jurisdiction outside the United
Kingdom, should inform themselves of, and observe, any applicable
legal or regulatory requirements of any relevant jurisdiction and
seek appropriate advice.
This announcement has been prepared for the purposes 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 regulations of any jurisdiction outside of
England.
FORWARD-LOOKING STATEMENTS
This announcement includes certain "forward-looking" statements
with respect to the financial condition, results of operations and
business of WorkPlace and/or NewCo and certain plans and objectives
of the board of directors of WorkPlace, and NewCo with respect
thereto. The forward-looking statements contained herein may
include statements about the expected effects on NewCo or WorkPlace
of the Offer, the expected timing and scope of the Offer,
anticipated earnings enhancements, other strategic options and all
other statements in this announcement other than historical facts.
Forward-looking statements include, without limitation, statements
typically containing words such as "intends", "expects",
"anticipates", "targets", "estimates" and words of similar import.
These statements are based on assumptions and assessments made by
the boards of directors of WorkPlace and NewCo in the light of
their experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe appropriate. They have not been reviewed by the auditors of
WorkPlace or NewCo. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such
forward-looking statements.
All subsequent oral or written forward-looking statements
attributable to WorkPlace or NewCo or any of their respective
members, directors, officers or employees or any persons acting on
their behalf are expressly qualified in their entirety by the
cautionary statement above. All forward-looking statements included
in this announcement are based on information available to
WorkPlace and NewCo on the date of this announcement and are made
only as of the date of this announcement. Undue reliance should not
be placed on such forward-looking statements.
Subject to compliance with the Code and other legal and
regulatory requirements, neither WorkPlace nor NewCo intend, or
undertake any obligation, to update any information contained in
this announcement.
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. 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)
the 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 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 the 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 one per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company 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 pm (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 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 Takeover 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Information relating to WorkPlace Shareholders
Addresses, electronic addresses and certain information provided
by WorkPlace Shareholders, persons with information rights and
other relevant persons for the receipt of communications from
WorkPlace may be provided to NewCo during the offer period as
requested under Section 4 of Appendix 4 of the Code.
Publication on website and availability of hard copies
A copy of this announcement will be made available free of
charge, at www.workplacesystems.com and www.waspbidco.com by no
later than 12 noon on 12 December 2011 and will be available during
the course of the Offer. You may request a hard copy of this
announcement, free of charge, by contacting Paul Wright, the Chief
Finance Officer of WorkPlace, on 01908 251 300 or Jenny Stephenson
of CMS Cameron McKenna LLP on +44(0) 207 367 3000. It is important
that you note that unless you make such a request, a hard copy of
this announcement and any information incorporated by reference in
it will not be sent to you. You may also request that all future
documents, announcements and information sent to you in relation to
the Offer should be in hard copy form. For the avoidance of doubt,
the content of the websites referred to above is not incorporated
into and does not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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