14th Dec 2005 18:14
Tinopolis PLC14 December 2005 Tinopolis PLC14 December 2005 A copy of the following announcement will be sent to TV Corp Shareholders. Offer for The Television Corporation Plc ('TV Corp') by Winghaven Partners Ltd on behalf of Tinopolis Plc ('Tinopolis') Clarification of certain financial information in the Offer Document Following the publication and posting of the offer document (the 'OfferDocument') in relation to the offer by Winghaven Partners on behalf of Tinopolisfor TV Corp (the 'Offer') on 8 December 2005, The Panel on Takeovers and Mergershas requested clarification on the presentation of certain summary financialinformation on TV Corp contained in the Offer Document, such that theinformation distinguishes between continuing and discontinued operations asdescribed by TV Corp in the notes to its accounts for the relevant years andnotes the accounting principles under which the information is presented. The selected financial information below is extracted from the financialinformation on TV Corp presented in Section 4, Part IX of the Offer Document. The selected historical financial information presented below for the financialyears ended 31 December 2002, 2003 and 2004 has been extracted without anyadjustment from the Annual Report and Accounts for TV Corp for the years ended31 December 2002, 2003 and 2004. The information presented below has beenprepared under UK GAAP accounting principles. Year ended Year ended Year ended 31 December 31 December 31 December 2002 2003 2004 £ £ £ '000 '000 '000Turnover Continuing operations 53,691 50,873 53,282 discontinued operations 14,607 16,034 14,060Group turnover 68,298 66,907 67,342Gross profit 18,376 10,840 11,831Group operating profit/(loss)Continuing operations 4,378 (903) 565discontinued operations 13,255) (726) 1,575 (8,877) (1,629) 2,140 Loss on disposal andcessation of operations (427) (6,058) -Profit/(loss) on ordinaryactivities before taxation (10,213) (8,637) 1,244 Basic earnings/(loss) per share(continuing and discontinuedoperations) (34.20p) (27.14p) 2.22pDiluted earnings/(loss) per share(continuing and discontinuedoperations) (32.40p) (27.14p) 2.22p Turnover and operating profits / (losses) from continuing and discontinuedoperations for the years ended 31 December 2002 and 2003 are as re-stated by TVCorp in its Annual Report and Accounts for the years ended 31 December 2003 and2004 respectively. The selected historical financial information presented below for the financialyear ended 31 December 2004 and the six months ended 30 June 2004 and 30 June2005 have been extracted without any adjustment from the interim resultsannouncement for the six months ended 30 June 2005 for TV Corp, dated 27September 2005. The information presented below has been prepared under IFRSaccounting principles and, in respect of the six month periods ended 30 June2004 and 30 June 2005 is unaudited and in respect of the year ended 31 December2004 is unaudited and restated. Unaudited Unaudited Unaudited six six restated months months year ended ended ended 30 June 30 June 31 December 2005 2004 2004 £'000 £'000 £'000Continuing operationsRevenue 21,948 17,373 41,342Gross profit 4,330 3,058 7,683Group operating loss (233) (831) (66)Loss for the period from continuingoperations (296) (1,200) (1,089)Profit from discontinued operations 1,929 1,872 2,882Profit for the period 1,633 672 1,793 Earnings/(loss) per shareFrom continuing operations- Basic (0.72p) (3.18p) (2.80p)- Diluted (0.72p) (3.18p) (2.80p)From continuing and discontinued operations- Basic 3.98p 1.78p 4.59p- Diluted 3.97p 1.78p 4.59p No material change Since the posting of the Offer Document on 8 December 2005, there has been nomaterial change in the information published in the Offer Document or in anyinformation required to be disclosed under Rule 27.1 of The City Code onTakeovers and Mergers. Documents available for inspection Copies of the following documents are available for inspection at the offices ofPanmure Gordon, Moorgate Hall, 155 Moorgate, London EC2M 6XB and Tinopolis Plc,Tinopolis Centre, Park Street, Llanelli, Carmarthenshire SA15 3YE during normalbusiness hours on any weekday (Saturdays and public holidays excepted) while theOffer remains open for acceptances: •the Memorandum and Articles of Association of Tinopolis; •the audited consolidated accounts for Tinopolis for the three years ended 30 September 2005; •Irrevocable undertakings to accept, or procure acceptance of the Offer in respect of, in aggregate, 12,457,869 shares of TV Corp and letters of intent to accept or procure acceptance of the Offer in respect of, in aggregate, 8,757,230 shares if TV Corp which have been received by Tinopolis; •Irrevocable undertakings given by Tinopolis Directors and certain Tinopolis shareholders to vote in favour of the resolutions referred to in the Offer Document and Shareholder Circular posted on 8 December 2005 in respect of, in aggregate 21,931,710 shares of Tinopolis; •the audited consolidated accounts for TV Corp for the two years ended 31 December 2004; •written consent letters from Winghaven Partners and Panmure Gordon (Broking) Limited referred to in paragraph 21 of Part XI of the Offer Document •the Offer Document and Form of Acceptance; •service contracts of the Tinopolis Directors; and •material contracts of Tinopolis. Directors' responsibility statement The Tinopolis Directors accept responsibility for the information contained inthis document. To the best of the knowledge of the Tinopolis Directors (who havetaken all reasonable care to ensure that such is the case), the informationcontained in this document is in accordance with the facts and contains noomission likely to affect its import. The Offer Document also contains information equivalent to that of a prospectuspursuant to paragraph 1.2.2R(2) of the Prospectus Rules published by theFinancial Services Authority. If you are in any doubt as to the action you should take you are recommended toseek your own independent financial advice from your stockbroker, bank manager,solicitor, accountant or other independent financial adviser authorised underthe Financial Services Act 1986 and the Financial Services and Markets Act 2000if you are in the United Kingdom, or, if not, from another appropriatelyauthorised financial adviser. If you have sold or otherwise transferred all your TV Corp Shares, please sendthis document as soon as possible to the purchaser or transferee or to thestockbroker, bank or other agent through whom the sale or transfer was effectedfor transmission to the purchaser or transferee. However such document shouldnot be forwarded or transmitted in or into the United States, Canada, Australiaor Japan or any other jurisdiction of to o so would constitute a violation ofthe relevant laws of such jurisdiction. The distribution of this document injurisdictions other than the UK may be restricted by law and therefore personsinto whose possession this document comes should inform themselves about andobserve any such restrictions. Any failure to comply with those restrictions mayconstitute a violation of the securities laws of any such jurisdiction. Winghaven Partners Limited, which is regulated in the United Kingdom by TheFinancial Services Authority, is acting for Tinopolis and for no one else inconnection with the Offer and will not be responsible to anyone other thanTinopolis for providing the protections afforded to customers of WinghavenPartners nor for providing advice in relation to the Offer. Panmure Gordon (Broking) Limited, which is regulated in the United Kingdom byThe Financial Services Authority, is acting for Tinopolis and for no one else inconnection with the Offer and will not be responsible to anyone other thanTinopolis for providing the protections afforded to customers of Panmure Gordonnor for providing advice in relation to the Offer. Copies of this document and the Offer Document have been filed with the FSA andthe London Stock Exchange Plc. Copies of this document and/or the Offer Documentare available free of charge from the registered office of Tinopolis Plc, ParkStreet, Llanelli, Carmarthenshire, SA15 3YE and at the offices of WinghavenPartners, 11 Grosvenor Crescent, London, SW1X 7EE. Enquiries: Tinopolis 01554 880 880Ron Jones, Executive ChairmanArwel Rees, Managing Director Winghaven Partners Ltd 020 7201 8899(Financial Adviser to Tinopolis)Will IselinRob Edgell Panmure Gordon (Broking) Ltd 020 7459 3600(Nominated Adviser and Broker to Tinopolis)Grant HarrisonAubrey Powell This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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