5th Jan 2009 18:08
This announcement is not for release, publication or distribution in or into any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.
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5 January 2009 |
Ascribe plc
("Ascribe" or "the Group")
RECOMMENDED CASH OFFER FOR ASCRIBE PLC
BY
SCROLL BIDCO LIMITED
("The Offer")
ASCRIBE GENERAL MEETING
Further to the announcement of the Offer and of the convening of the Ascribe General Meeting dated 17 December 2008, the Directors of Ascribe confirm that, at the Ascribe General Meeting held today, the Resolution, pursuant to which Management will be entitled to be interested financially in members of the Scroll Bidco Group, was duly passed by a requisite majority of Independent Shareholders. This approval of the Resolution was a condition of the Offer, which has now been satisfied.
The Offer remains open for acceptance and remains conditional, inter alia, on Scroll Bidco Limited, a newly incorporated company formed for the purposes of making the Offer and backed by Management and ECI, receiving valid acceptances over 90 per cent. of the Ascribe Shares to which the Offer relates. The first closing date of the Offer is 7 January 2009.
Terms defined in the announcement dated 17 December 2008 in relation to the Offer have the same meaning in this announcement.
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Enquiries: |
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Scroll Bidco |
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Stephen Critchlow |
0870 085 1320 |
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David Ewing |
0161 819 3160 |
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Altium, Financial advisor and Brokers to Scroll Bidco |
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Mike Fletcher / Paul Lines |
0161 831 9133 |
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Ascribe |
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David Hughes, Non-Executive Director |
07767 664268 |
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Cenkos, Financial advisor to Ascribe |
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Ivonne Cantu / Beth McKiernan |
020 7397 8900 |
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Abchurch, PR advisers to Scroll Bidco |
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Justin Heath / Sarah Hollins |
020 7398 7781 |
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Ascribe, all "dealings" in any "relevant securities" of that company (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 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn 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 Ascribe, 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 Ascribe by Scroll Bidco or Ascribe, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London 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 Takeover 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, you should consult the Panel.
In accordance with Rule 2.10 of the City Code, Ascribe confirms that it has 117,598,495 ordinary shares of one pence in issue and admitted to trading on AIM under the UK ISIN code GB00B04WW503.
ECI is obliged by the Financial Services Authority to formally point out to you that ECI's "customers" under the Financial Services and Markets Act 2000 are the private equity funds that ECI manages. Accordingly, ECI will not regard shareholders of Ascribe, or indeed any other party, as a ''customer'' for the purposes of that Act and shareholders of Ascribe will not be entitled to the protections afforded by that Act to "customers" of ECI.
Related Shares:
ASP.L