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Offer Declared Unconditional in All Respects

1st Dec 2011 07:00

RNS Number : 1217T
Enigmatic Investments Limited
01 December 2011
 



 

FINAL CASH OFFER

to acquire the entire issued and to be issued ordinary share capital of

CLARITY COMMERCE SOLUTIONS PLC

BY

ENIGMATIC INVESTMENTS LIMITED

OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

On 11 November 2011, Enigmatic Investments announced the terms of a final cash offer (the "Final Offer") of 25 pence per Clarity Share.

Enigmatic Investments is pleased to announce that all the conditions to the Final Offer have now been either satisfied or waived and that the Final Offer is now unconditional in all respects. The Final Offer will remain open for acceptance until further notice. At least 14 days' notice will be given by an announcement through an RIS before the Final Offer is closed.

Clarity Shareholders who have not yet accepted the Final Offer are encouraged to do so without delay.

The consideration due to accepting Clarity Shareholders is expected to be despatched (in the case of certificated holders) or credited to the relevant CREST account (in the case of uncertificated holders) either on or before 15 December 2011, in respect of acceptances complete in all respects and received not later than 1.00p.m. on 1 December 2011, or within 14 days of the date of receipt of further acceptances which are valid and complete in all respects.

Level of Acceptances

As at 11.00 a.m. on 30 November 2011, Enigmatic had received valid acceptances in respect of 14,962,622 Clarity Shares representing 36.11 per cent. of the issued ordinary share capital of Clarity.1

In addition, Enigmatic Investments holds a total of 10,906,044 Clarity Shares, representing approximately 26.33 per cent. of the issued ordinary share capital of Clarity all of which count towards fulfilment of the Acceptance Condition.

Accordingly, Enigmatic Investments now holds or has received valid acceptances of the Final Offer in respect of a total of 25,868,666 Clarity Shares, representing an aggregate of 62.44 per cent. of the issued ordinary share capital of Clarity. The Final Offer is therefore unconditional as to acceptances and is declared unconditional in all respects.

Save for the interests set out above, as at the date of this announcement, neither Enigmatic Investments, nor any of the Directors of Enigmatic Investments, nor, so far as the Directors of Enigmatic Investments are aware, any person acting in concert (within the meaning of the Code) with Enigmatic Investments for the purposes of the Offer, has any interest in, right to subscribe for, or has borrowed or lent any Clarity Shares (including pursuant to any long exposure, whether conditional or absolute, to changes in the prices of securities) or holds any options (including traded options) in respect of or has any right to acquire any Clarity Shares or derivatives referenced to Clarity Shares ("Clarity Securities"), 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, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in relation to Clarity Securities.

Compulsory acquisition, delisting and cancellation of trading in Clarity

If Enigmatic Investments receives acceptances under the Final Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent. or more in nominal value of the Clarity Shares to which the Final Offer relates and of the voting rights carried by those Clarity Shares, Enigmatic Investments intends to exercise its rights in accordance with sections 974 to 991 of the Companies Act to acquire compulsorily the remaining Clarity Shares on the same terms as the Final Offer.

Enigmatic Investments intends to procure that Clarity applies to the London Stock Exchange for the cancellation of trading in the Clarity Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 20 business days from the date of this announcement, subject to compliance with applicable requirements of the AIM Rules.

The cancellation of trading of Clarity Shares will significantly reduce the liquidity and marketability of any Clarity Shares not acquired by Enigmatic Investments.

It is also intended that following the cancellation of trading of Clarity Shares on AIM, Clarity will be re-registered as a private company.

Certain terms used in this announcement are defined in the Final Offer Document.

1 Acceptances in respect of 9,672,336 Clarity Shares were subject to an irrevocable undertaking. None of such acceptances are from a person acting in concert with Enigmatic Investments.

Enquiries:

Enigmatic Investments Limited

Telephone: +44 (0) 1481 716000

Laurence McNairn

Mark Huntley

finnCap

Telephone: +44 (0) 20 7220 0500

(Financial adviser and corporate broker to Enigmatic Investments)

 

Marc Young or Ed Frisby

 

Further information

This announcement is not intended to and does not constitute, or form any part or, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of an offer to purchase or subscribe for any securities in any jurisdiction pursuant to the Final Offer or otherwise. The Final Offer is made solely through the Final Offer Document, which contains the full terms and conditions of the Final Offer (including details on how to accept the Final Offer). Any response in relation to the Final Offer should be made only on the basis of the information contained in the Final Offer Document and the Initial Offer Document and the New Form or Acceptance or any other document by which the Final Offer is made. Shareholders are advised to read carefully the formal documentation in relation to the Final Offer. This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed is not the same as would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK. Unless otherwise determined by Enigmatic Investments or required by the Code and permitted by applicable law and regulation, the Final Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of, any Restricted Jurisdiction, and the Final Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by Enigmatic Investments or required by the Code and permitted by applicable law and regulation, copies of this announcement and any other related document are not being, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may make invalid any purported acceptance of the Final Offer by persons in any such jurisdiction.

The availability of the Final Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Persons who are subject to the laws of any jurisdiction other than the United Kingdom should obtain professional advice and observe any applicable requirements.

Dealing disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 no later than 3.30pm (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 1% 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 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. 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 made available free of charge, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Enigmatic Investments' website at www.enigmatic.gg by no later than 12.00 noon (London time) on 2 December 2011 and will remain available during the course of the Final Offer.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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