3rd Jul 2007 10:19
Spring Group PLC03 July 2007 NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN OR INTO AUSTRALIA, CANADA ORJAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. 3 July 2007 For immediate release Recommended Cash Offer by Spring (Corporate) Limited (a wholly owned subsidiary of Spring Group plc) for the entire issued and to be issued share capital of Glotel plc On 26 June 2007 it was announced that the Spring Board and the Glotel Independent Directors had reached agreement on the terms of a recommended cash offer of 70 pence for each Glotel Share (the 'Offer'), to be made by Spring (Corporate) Limited for the entire issued and to be issued ordinary share capital of Glotel. Spring (Corporate) Limited is a wholly owned subsidiary of Spring. The Spring Board and the Glotel Independent Directors are now pleased to announce that the offer document (the 'Offer Document') in respect of the Offer and the Form of Acceptance are being posted to Glotel Shareholders today. In addition, the Spring Board announce that the Circular seeking Spring Shareholders' consent to the Acquisition has also been posted today. A notice ofthe EGM to be held on 19 July 2007 is set out with the Circular. The Offer will initially remain open for acceptance until 1.00p.m. (London time)on 24 July 2007. Copies of the Circular, the Offer Document and the Form of Acceptance will be available for inspection during normal business hours on any business day at the offices of Norton Rose at 3 More London Riverside, London SE1 2AQ while the Offer remains open for acceptance. Certain terms used in this announcement are defined in the Offer Document dated 3 July 2007. Enquiries: Spring--------Amir Eilon (Chairman) Tel: +44 (0)20 7300 9000Peter Searle (Chief Executive Officer)Peter Darraugh (Finance Director) Glotel--------Les Clark (Chairman) Tel: +44 (0)20 7484 3000Jonathan Brooks (Finance Director) Altium (Financial Adviser and Broker to Spring)-------------------------------------------------Ben Thorne Tel: +44 (0)20 7484 4040Marc MilmoSam Fuller Financial Dynamics (Public Relations adviser to Spring)---------------------------------------------------------Ben Atwell Tel: +44 (0)20 7831 3113John Gilbert Baird (Rule 3 and Financial Adviser to Glotel)------------------------------------------------David Silver Tel: +44 (0)20 7488 1212 Altium, which is authorised and regulated by the Financial Services Authority inthe United Kingdom, is acting exclusively for Spring and no one else inconnection with the Offer and will not be responsible to anyone other thanSpring for providing the protections afforded to clients of Altium nor forproviding advice in relation to the Offer or the content of this announcement orany other matter or arrangement referred to herein. Baird, which is authorised and regulated by the Financial Services Authority inthe United Kingdom, is acting exclusively for Glotel and no one else inconnection with the Offer and will not be responsible to anyone other thanGlotel for providing the protections afforded to clients of Baird nor forproviding advice in relation to the Offer or the content of this announcement orany other matter or arrangement referred to herein. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANOFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE ORAPPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OFTHE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION INCONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OFTHE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT. The Offer in the United States will be made pursuant to an exemption fromcertain US tender offer rules provided by Rule 14d-1(c) under the Exchange Act. The availability of the Offer to Glotel Shareholders who are citizens orresidents of jurisdictions outside the United Kingdom may be affected by thelaws of their relevant jurisdiction. Such persons should inform themselves of,and observe, any applicable legal or regulatory requirements of theirjurisdiction. If you remain in any doubt, you should consult your professionaladviser in the relevant jurisdiction without delay. Any acceptance or other response to the Offer should be made only on the basisof information referred to in the Offer Document. The Directors of Spring accept responsibility for the information contained inthis announcement other than information relating to the Glotel Group, theGlotel Directors and their immediate families, related trusts and controlledcompanies. To the best of the knowledge and belief of the Spring Board (who havetaken all reasonable care to ensure that such is the case), the informationcontained in this announcement for which they accept responsibility is inaccordance with the facts and does not omit anything likely to affect the importof such information. The Directors of Glotel accept responsibility for the information in thisannouncement relating to them and their immediate families, related trusts andcontrolled companies and the Glotel Group. This announcement has been prepared for the purposes of complying with Englishlaw, the City Code and the Listing Rules and information disclosed may not bethe same as that which would have been disclosed if this announcement had beenprepared in accordance with the laws of jurisdictions outside England. The Offer will be subject to the applicable rules and regulations of theFinancial Services Authority, the London Stock Exchange and the City Code. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of Glotel, all "dealings" in any "relevant securities" of thatcompany (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 p.m. (London time) on the Business Day following the date of therelevant transaction. This requirement will continue until the date on which theOffer becomes, or is declared, unconditional as to acceptances, lapses or isotherwise withdrawn or on which the "offer period" otherwise ends. If two ormore persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" of Glotel,they will be deemed to be a single person for the purpose of Rule 8.3 of theCode. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Glotel by Spring or Glotel, or by any of their respective"associates", must be disclosed by no later than 12.00 noon (London time) on theBusiness Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in price of securities. Inparticular, a person will be treated as having an "interest" by virtue of theownership or control of securities, or by virtue of any option in respect of, orderivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8 of the Code, you should contact anindependent financial adviser authorised under the Financial Services andMarkets Act 2000 or consult the Panel's website or contact the Panel ontelephone number +44 (0)20 7638 0129. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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