TIDMPGC
RNS Number : 9946B
ESWC Acquisitions Limited
25 April 2012
25 April 2012
Recommended Cash Offer
by
ESWC Acquisitions Ltd ("ESWC")
for
Prologic plc ("Prologic")
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
CANCELLATION OF TRADING ON AIM
Introduction
On 29 March 2012, Prologic and ESWC announced the terms of a
recommended cash offer (the "Offer") by ESWC for the entire issued
share capital of Prologic. The full terms and conditions of the
Offer and procedures for acceptance were set out in the Offer
Document issued by ESWC and dated 3 April 2012 (the "Offer
Document").
Level of Acceptances
ESWC announces that as at 1.00pm (London time) on 24 April 2012,
being the First Closing Date of the Offer, ESWC had received valid
acceptances of the Offer in respect of a total of 9,872,813
Prologic Shares representing approximately 98.7 per cent. of the
issued share capital of Prologic, all of which ESWC may count
towards the satisfaction of its acceptance condition under the
Offer. This included valid acceptances in respect of 7,449,472
Prologic Shares, which were the subject of irrevocable undertakings
to accept the Offer, representing approximately 74.5 per cent. of
the issued share capital of Prologic and accordingly there are no
outstanding irrevocable undertakings. So far as ESWC is aware none
of the acceptances referred to above have been received from
persons acting in concert with ESWC.
Accordingly, the Board of ESWC is pleased to declare that the
Offer has become unconditional as to acceptances. The Board of ESWC
is also pleased to announce that the outstanding conditions
relating to the Offer have either been satisfied or waived and that
the Offer is declared unconditional in all respects. The Offer will
remain open for acceptance for a further 14 days until 1.00 pm
(London time) Tuesday 8 May, on which date the Offer will
close.
Prologic Shareholders who have not yet accepted the Offer are
urged to do so as follows:
-- If you hold Prologic Shares in uncertificated form (that is,
in CREST), you should ensure that an Electronic Acceptance is made
by you, or on your behalf, in accordance with the instructions set
out in the Offer Document and so that the TTE Instruction settles
by no later than 1.00 p.m. (London time) on 8 May 2012.
-- If you are a holder of Prologic Shares in certificated form
(that is, not in CREST) you should sign, complete and return the
Form of Acceptance (which accompanied the Offer Document) in
accordance with the instructions set out therein and so as to be
received by the Receiving Agent by no later than 1.00 p.m. (London
time) on 8 May 2012.
Interests in Prologic Shares
Prior to making the Offer, neither ESWC, the ESWC Directors nor
any persons acting in concert with ESWC owned or had any beneficial
or non-beneficial interest in the share capital of Prologic.
Neither ESWC, the ESWC Directors nor any persons acting in
concert with ESWC, is interested in or has any rights to subscribe
for any Prologic Shares nor does any such person have any short
position (whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative or
any arrangement in relation to Prologic Shares. For these purposes,
"arrangement" includes any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of Prologic Shares and any borrowing or lending of
Prologic Shares which have not been on-lent or sold and any
outstanding irrevocable commitment or letter of intent with respect
to Prologic Shares.
Settlement of Consideration
Settlement of the consideration due to accepting Prologic
Shareholders will be despatched (or, in the case of Prologic Shares
held in uncertificated form, shall be credited through CREST): (i)
in the case of Prologic Shareholders who validly accepted the Offer
by 1.00 pm on 24 April 2012, on or before 8 May 2012; and (ii) in
the case of Prologic Shareholders who validly accept the Offer
after 1.00 pm on 24 April 2012, within 14 days of the receipt of
such valid acceptance complete in all respects.
Compulsory Acquisition and Cancellation of Trading in Prologic
Shares
As ESWC has received acceptances under the Offer in respect of
90 per cent. or more of the Offer Shares, ESWC intends to exercise
its rights pursuant to sections 974 to 991 of the Companies Act
2006 to acquire compulsorily the remaining Prologic Shares to which
the Offer relates in respect of which the Offer has not been
accepted.
As ESWC is now interested in more than 75 per cent. of the
issued share capital of Prologic, it is ESWC's intention to procure
the making of an application by Prologic to the London Stock
Exchange for the cancellation of trading in Prologic's Shares on
AIM. It is anticipated that such cancellation of admission to
trading will take effect no earlier than 20 Business Days after the
date of this announcement. Any cancellation of the admission of
Prologic Shares to trading on AIM would significantly reduce the
liquidity and marketability of any Prologic Shares not assented to
the Offer.
If you are in any doubt about this Offer or as to the action you
should take, you are recommended to seek your own independent
financial advice from a stockbroker, solicitor, accountant or other
independent financial adviser authorised under the Financial
Services and Markets Act 2000. If you are outside the UK, you
should immediately consult an appropriately authorised independent
financial adviser.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Offer Document. The
percentages of Prologic Shares referred to in this announcement are
based upon a figure of 10,000,000 Prologic Shares in issue on 24
April 2012.
Enquiries
For further information, please contact:
West Hill Corporate Finance 020 7464 8423
Edward Williams
(financial advisor to ESWC)
This Announcement is not intended to and does not constitute, or
form any part of, an offer to sell or any solicitation of an offer
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise. The Offer is made solely by the Offer Document and (in
the case of certificated Prologic Shares) the Form of Acceptance,
which together contains the full terms and conditions of the Offer,
including details of how the Offer may be accepted. Any acceptance
or other response to the Offer should be made only on the basis of
the information contained or referred to in the Offer Document and
(in the case of certificated Prologic Shares) the Form of
Acceptance. The laws of relevant jurisdictions may affect the
availability of the Offer to persons not resident in the United
Kingdom. Persons who are not resident in the United Kingdom, or who
are subject to the laws of any jurisdiction other than the United
Kingdom or who are a nominee of or custodian or trustee for, any
resident or national of any country other than the United Kingdom,
should inform themselves about and observe any applicable legal or
regulatory requirements of their jurisdiction. The Offer Document
is available for public inspection (details of which are set out
below).
West Hill Corporate Finance Limited, which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for the Offeror and no one else in
connection with the Offer and the matters referred to in this
Announcement. West Hill Corporate Finance Limited will not be
responsible to any person other than the Offeror for providing the
protections afforded to customers of West Hill Corporate Finance
Limited, nor for providing advice in relation to the Offer or any
other matter referred to in this Announcement.
The Offer is not being made directly or indirectly in or into or
from the United States, Canada, Australia, South Africa, Japan or
any other Restricted Jurisdiction 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, any of
these jurisdictions and doing so may render invalid any purported
acceptance of the Offer. Accordingly, copies of the Offer Document
and any other document relating to the Offer are not being, and
must not be, mailed or otherwise distributed or sent in or into the
United States, Canada, Australia, South Africa, Japan or any other
Restricted Jurisdiction. Any person (including, without limitation,
custodians, nominees and trustees) who may have contractual or
legal obligations, or may otherwise intend, to forward the Offer
Document to any jurisdiction outside the United Kingdom should read
the relevant provisions of the Offer Document before taking any
action.
The availability of the Offer to Prologic Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdiction in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves
about and observe any applicable legal or regulatory requirements
of those jurisdictions.
Disclosure requirements of the UK Takeover Code (the "Code")
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 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 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 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 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. 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.
Publication on website
A copy of this Announcement will be available at
www.prologic.com by no later than 12 noon (London time) on 26 April
2012. A copy of the Offer Document is available at
www.prologic.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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