5th Apr 2005 07:02
TietoEnator Corporation05 April 2005 Not for release, publication or distribution in, into or from Australia, Canada,Japan or the United States 5 April 2005 Recommended Cash Offer by Regent Associates Limited on behalf of TietoEnator Corporation for AttentiV Systems Group plc ("AttentiV") Summary * The boards of TietoEnator Corporation and AttentiV announce that they haveagreed the terms of a recommended cash offer for the entire issued and to beissued share capital of AttentiV not already owned by TietoEnator. The Offerwill be made by Regent on behalf of TietoEnator or a wholly-owned subsidiary ofTietoEnator. * The Offer will be 71 pence in cash for each AttentiV Share, with a full loannote alternative, and values the existing issued and to be issued ordinary sharecapital of AttentiV at approximately £46.6 million. * The Offer represents a premium of approximately 25.7 per cent. over theclosing middle market price of 56.5 pence per AttentiV Share on 4 April 2005,the last business day prior to the date of this announcement and a premium ofapproximately 30.6 per cent. to the average closing middle market price ofapproximately 54.35 pence per AttentiV Share for the period from 20 January 2005(being the date on which AttentiV issued a trading statement) to 4 April 2005,the date immediately preceding the date of this announcement. * The Board of AttentiV, which has been so advised by Hawkpoint, considers theterms of the Offer to be fair and reasonable and intends unanimously torecommend that AttentiV Shareholders accept the Offer, when made. * TietoEnator has received irrevocable undertakings to accept the Offer inrespect of a total of 13,327,292 AttentiV Shares representing approximately 22.0per cent., in aggregate, of AttentiV's existing issued share capital from thefollowing shareholders: (a) the directors of AttentiV in respect of their holdings registered in theirnames amounting to 36,363 AttentiV Shares, representing approximately 0.1 percent., in aggregate, of AttentiV's existing issued share capital; and (b) other shareholders in respect of 13,290,929 AttentiV Shares, representingapproximately 21.9 per cent., in aggregate, of AttentiV's existing issued sharecapital. The irrevocable undertakings provided by the directors of AttentiV will cease tobe binding only if the Offer lapses or is withdrawn and will remain binding if ahigher competing offer is made for AttentiV. The irrevocable undertakings provided by other shareholders will cease to bebinding only in the event of an announcement of a third party offer representingat least a 10 per cent. premium to the value of the Offer. In addition, TietoEnator has received letters of intention to accept the Offerfrom shareholders in respect of 14,345,129 AttentiV Shares, representingapproximately 23.7 per cent., in aggregate, of AttentiV's existing issued sharecapital. Accordingly, TietoEnator has received undertakings to accept orindications of an intention to accept the Offer in respect of a total of27,672,421 AttentiV Shares, representing approximately 45.7 per cent., inaggregate, of AttentiV's existing issued share capital. * The proposed transaction forms a part of TietoEnator's declared strategy ofexpanding its Banking & Insurance business area globally, establishing asignificant presence in the UK and creating the opportunity to build uponAttentiV's valued customer base and representing a strong platform for furthergrowth. AttentiV's products and TietoEnator's global banking solutions are to alarge extent complementary. The combination of the two businesses will create ahighly attractive offering to the entire UK banking industry. TietoEnatorattaches great importance to the skills and experience of the existing employeesof AttentiV and believes that opportunities for employees and management will beenhanced by the TietoEnator acquisition. TietoEnator intends that the existingcontractual and statutory employment rights of all current AttentiV employeeswill be honoured. Commenting on the Offer, Matti Lehti, President and Chief Executive Officer ofTietoEnator, said: "Banking is one of TietoEnator's strategic areas of focus on a global level. Theacquisition of AttentiV, a well-established company with a valued customer base,means that TietoEnator is establishing an excellent platform for further growthin the UK financial services market. The acquisition strengthens our customer and competency bases in the UK andsupports the TietoEnator strategy as a leading provider of sophisticated bankingsoftware solutions in Europe. After the transaction, TietoEnator will serve itscustomers with the skills and resources of more than 2,200 Banking and Insurancespecialists. Our aim is to continue the business operations of AttentiV with the currentmanagement team and product portfolio. We will integrate our existing UK bankingsolutions business with AttentiV and, supported by our strong IT servicescompetency in general, we plan to extend the scope of our offering to the UKmarket." Commenting on the Offer, Peter Bertram, Chairman of AttentiV, said: "We believe that the offer by TietoEnator reflects AttentiV's fundamentalstrengths and prospects and provides our shareholders with certainty and valueat a premium to the current market value of AttentiV. As a result of theacquisition, TietoEnator's banking and insurance business area will be gaining astrong platform to develop its UK business and customers of AttentiV willbenefit from the broader range of products and services that TietoEnator can addto AttentiV's existing offering. In turn, the management and employees ofAttentiV have the opportunity to become part of one of Europe's largest ITservices companies." The conditions to which the Offer will be subject are set out in Appendix I tothis announcement. Appendix II contains the sources and bases of informationused in this announcement. Appendix III to this announcement containsdefinitions of certain expressions used in this announcement. This summary should be read in conjunction with and is subject to the full textof the main announcement. Enquiries TietoEnator CorporationAke Plyhm +46 8632 1410Paivi Lindqvist +358 9 862 63276Jukka Rosenberg +358 9 8626 2366 Regent (financial adviser to TietoEnator)James Calvert 01753 800 700Robert FergussonSarah McNicholas AttentiV Systems Group plc 01582 845000Peter BertramDavid Webber Hawkpoint (financial adviser to AttentiV) 020 7665 4500Paul BainesGraham Paton This announcement does not constitute an offer to sell or an invitation topurchase or subscribe for any securities or the solicitation of an offer to buyor subscribe for any securities pursuant to the Offer or otherwise. The Offerwill be made solely by the Offer Document and the Form of Acceptanceaccompanying the Offer Document, which will contain the full terms andconditions of the Offer, including details of how the Offer may be accepted. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions in which they are locatedor to which they are subject. Persons who are not resident in the United Kingdomor who are subject to other jurisdictions should inform themselves of, andobserve, any applicable requirements. Any person (including nominees, trusteesand custodians) who would, or otherwise intends to, forward this announcement,the Offer Document and the Form of Acceptance or any accompanying document toany jurisdiction outside the United Kingdom should refrain from doing so andseek appropriate professional advice before taking any action. The Offer will not be made, directly or indirectly, in or into, or by use of themails of, or by any means or instrumentality (including, without limitation,telephonically or electronically) of interstate or foreign commerce of, or ofany facility of a national securities exchange of, nor will it be made in orinto Australia, Canada, Japan or the United States and the Offer will not becapable of acceptance by any such use, means, instrumentality or facility.Accordingly copies of this Announcement and any other documents related to theOffer are not being, and must not be, mailed or otherwise forwarded, distributedor sent in or into Australia, Canada, Japan or the United States and personsreceiving such documents (including custodians, nominees and trustees) must notdistribute or send them in, into or from Australia, Canada, Japan or the UnitedStates. The Loan Notes to be issued pursuant to the Loan Note Alternative have not been,and will not be, registered under the Securities Act or under any relevantsecurities laws of any state or other jurisdiction of the United States or therelevant securities laws of Japan, nor have clearances been, nor will they be,obtained from the securities commission or similar authority of any province orterritory of Canada, nor has a prospectus in relation to the Loan Notes been,nor will one be, lodged with or registered by the Australian Securities andInvestments Commission nor have any steps been taken, nor will any steps betaken, to enable the Loan Notes to be offered in compliance with applicablesecurities laws of Japan. Accordingly, unless an exemption under such act orsecurities laws is available, Loan Notes may not be offered, sold, re-sold ordelivered, directly or indirectly, in or into, or by use of the mails of, or byany means or instrumentality (including, without limitation, telephonically orelectronically) of interstate or foreign commerce of or any facility of anational securities exchange of Australia, Canada, Japan or the United States,or any other jurisdiction in which an offer of Loan Notes would constitute (orresult in the Offer constituting) a violation of relevant laws or requireregistration thereof, or to or for the account or benefit of any resident ofAustralia, Canada, or Japan or the United States. Regent, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively as financial adviser to TietoEnator inconnection with the Offer and no one else and will not be responsible to anyoneother than TietoEnator for providing the protections afforded to clients ofRegent nor for providing advice in relation to the Offer. Hawkpoint, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively as financial adviser toAttentiV in connection with the Offer and no one else and will not beresponsible to anyone other than AttentiV for providing the protections affordedto clients of Hawkpoint nor for providing advice in relation to the Offer. Any person who, alone or acting together with any other person(s) pursuant to anagreement or understanding (whether formal or informal) to acquire or control"relevant securities" (within the definition set out in the Code) of AttentiV,owns or controls, or becomes the owner or controller of, directly or indirectly,one per cent. or more of any class of relevant securities of AttentiV isgenerally required under the provisions of Rule 8 of the Code to notify aRegulatory Information Service and the Panel by not later than 12.00 noon(London time) on the business day following the date of the transaction of everydealing in such securities during the period to the date on which the Offerbecomes or is declared unconditional as to acceptances or lapses or iswithdrawn. A copy of such notification on the appropriate form should also befaxed to the Panel by that time on +44 (0) 20 7236 7013 or e-mailed to:[email protected]. In the event of any doubt as to the application ofthese requirements, the Panel should be consulted on +44 (0) 20 7638 0129.Dealings by AttentiV, TietoEnator or their respective "associates" (within thedefinition set out in the Code) in any class of relevant securities of AttentiVor referable thereto until the end of such period must also be so disclosed.Please consult your financial adviser if you believe that this Rule may beapplicable to you. Not for release, publication or distribution in, into or from Australia, Canada,Japan or the United States 5 April 2005 Recommended Cash Offer by Regent Associates Limited on behalf of TietoEnator Corporation for AttentiV Systems Group plc 1. Introduction The boards of TietoEnator Corporation and AttentiV announce that they haveagreed the terms of a recommended cash offer to be made by Regent, on behalf ofTietoEnator or a wholly-owned subsidiary of TietoEnator, for the entire issuedand to be issued share capital of AttentiV not already owned by TietoEnator. The Offer will be 71 pence in cash for each AttentiV Share and values theexisting issued and to be issued ordinary share capital of AttentiV atapproximately £46.6 million. The Offer represents: * a premium of approximately 25.7 per cent. over the closing middle market priceof 56.5 pence per AttentiV Share on 4 April 2005, the last business day prior tothe date of this announcement; and * a premium of approximately 30.6 per cent. to the average closing middle marketprice of approximately 54.35 pence per AttentiV Share for the period from 20January 2005 (being the date on which AttentiV issued a trading statement) to 4April 2005, the date immediately preceding the date of this announcement. The Board of AttentiV, which has been so advised by Hawkpoint, considers theterms of the Offer to be fair and reasonable. Accordingly, the directors ofAttentiV intend unanimously to recommend that AttentiV Shareholders accept theOffer, when made, as they have irrevocably committed to do in respect of theentire aggregate holdings of 36,363 AttentiV Shares held in their namesrepresenting approximately 0.1 per cent. of the issued share capital ofAttentiV. In providing its advice to the directors of AttentiV, Hawkpoint hastaken into account the commercial assessments of the directors of AttentiV. In addition to the irrevocable undertakings to accept the Offer from thedirectors of AttentiV, TietoEnator has received irrevocable undertakings toaccept the Offer from other shareholders in respect of a further 13,290,929AttentiV Shares representing approximately 21.9 per cent., in aggregate, ofAttentiV's existing issued share capital. Accordingly, TietoEnator has receivedirrevocable undertakings to accept the Offer in respect of a total of 13,327,292AttentiV Shares, representing approximately 22.0 per cent., in aggregate, ofAttentiV's existing issued share capital. The irrevocable undertakings provided by the directors of AttentiV will cease tobe binding only if the Offer lapses or is withdrawn and will remain binding if ahigher competing offer is made for AttentiV. The irrevocable undertakings provided by other shareholders will cease to bebinding only in the event of an announcement of a third party offer representingat least a 10 per cent. premium to the value of the Offer. In addition, TietoEnator has received letters of intention to accept the Offerfrom shareholders in respect of 14,345,129 AttentiV Shares, representingapproximately 23.7 per cent., in aggregate, of AttentiV's existing issued sharecapital. Accordingly, TietoEnator has received undertakings to accept orindications of an intention to accept the Offer in respect of a total of27,672,421 AttentiV Shares, representing approximately 45.7 per cent., inaggregate, of AttentiV's existing issued share capital. 2. The Offer The Offer, which will be subject to the conditions and further terms set out inAppendix I and to be set out in the Offer Document and the Form of Acceptance,will be made on the following basis: For each AttentiV Share 71 pence in cash The AttentiV Shares which are subject to the Offer will be acquired byTietoEnator fully paid and free from all liens, charges, equities, encumbrancesand other interests and together with all rights attaching thereto including,without limitation, the right to receive and retain any dividend and otherdistribution, announced, declared, made or payable on or after the date of thisannouncement. 3. The Loan Note Alternative As an alternative to any or all of the cash consideration of 71 pence perAttentiV Share which would otherwise be receivable under the Offer, acceptingAttentiV Shareholders (other than certain overseas shareholders) who validlyaccept the Offer will be entitled to exchange all or part of their holdings ofAttentiV Shares for Loan Notes to be issued by TietoEnator on the followingbasis: For every £1 of cash consideration under the Offer £1 nominal value of Loan Notes The Loan Notes will constitute unsecured obligations of the Offeror secured byway of a charge over a cash deposit and will be issued, credited as fully paid,in amounts and integral multiples of £1 nominal value; all fractionalentitlements will be disregarded and not paid. The Loan Notes will bear interestfrom the date of first issue of Loan Notes payable every six months in arrears,at a rate of 0.5 per cent. per annum below LIBOR. Interest on the Loan Noteswill be payable on 30 June and 31 December in each year (or, if not a businessday in any year, on the next succeeding business day), commencing on 31 December2005. The Loan Notes will be redeemable at the option of the holders, in wholeor in part on any interest payment date falling on or after 30 June 2006. Unlesspreviously redeemed or purchased, the Loan Notes will be redeemed on 30 June2010 (or, if not a business day, on the first business day thereafter). The LoanNotes will not be transferable (save in certain permitted circumstances). Noapplication is intended to be made for the Loan Notes to be listed or dealt inon any stock exchange. The Loan Notes have not been, and will not be, registeredunder the Securities Act or under any other securities laws and should not beoffered, sold, resold, delivered or distributed, directly or indirectly, in orinto Australia, Canada, Japan or the United States except pursuant to anapplicable exemption. Regent has advised that, based on market conditions on 4 April 2005 (the latestpracticable date prior to the publication of this announcement), in its opinion,if the Loan Notes had been in issue, the value of the Loan Notes would have beennot less than 99 pence per £1 of nominal value. The Loan Note Alternative is conditional on the Offer becoming or being declaredunconditional in all respects and will remain open for as long as the Offerremains open for acceptance. No Loan Notes will be issued unless, by the timethe Offer becomes or is declared wholly unconditional, valid elections have beenreceived for at least £1 million nominal value of Loan Notes or such lesseramount as TietoEnator may with the consent of AttentiV determine. Ifinsufficient elections are received, AttentiV Shareholders who validly elect forthe Loan Note Alternative will instead receive cash in accordance with the termsof the Offer. No election for the Loan Note Alternative will be valid if itwould result in an accepting AttentiV Shareholder receiving less than £1,000nominal value of Loan Notes. Any elections which would result in an acceptingAttentiV Shareholder receiving less than £1,000 nominal value of Loan Notes willbe disregarded and the relevant accepting AttentiV Shareholder will receive cashfor all AttentiV Shares in respect of which he has validly accepted the Offer.TietoEnator will be permitted to purchase and cancel loan notes and at any timeafter 30 June 2006 to redeem the outstanding loan notes in the event that atleast 75 per cent. in nominal amount of the Loan Notes originally issued hasbeen repaid, redeemed or purchased and cancelled, or the nominal amount of theoutstanding Loan Notes is less than £500,000. 4. Information on TietoEnator TietoEnator is a European IT services company with a strong Nordic background.TietoEnator specialises in consulting, developing and hosting its customers'business operations in the digital economy. With close to 13,500 employees andannual net sales of about €1.5 billion, TietoEnator is the largest IT servicescompany in the Nordic countries. TietoEnator's shares are listed on the HelsinkiExchanges and Stockholmsborsen, and the company operates in more than 20countries across the world. TietoEnator had a market capitalisation ofapproximately €2.15 billion (£1.47 billion) as at 4 April 2005, the business dayimmediately preceding the date of this announcement. TietoEnator reported net sales of €1,525 million (£1,046 million) and pre-taxprofit of €189 million (£130 million) for the year ended 31 December 2004. As at31 December 2004 TietoEnator had net assets of €602 million (£413 million) andnet financial debt of €31 million (£21 million). TietoEnator has four vertical business areas that specialise in specificcustomer sectors. These are Banking & Insurance, Telecom & Media, Public &Healthcare and Production & Logistics. Supplementing the services provided byTietoEnator's business areas are Processing & Network, offering processing andnetwork services for customers' information and communication technology needs,Digital Innovations, a unit specialising in digital self-service solutions, andthe company's Software Centres which provide software production services in lowcost countries. TietoEnator's Banking & Insurance business area is one of the leading suppliersin Europe of high-value-added IT services and solutions to top tier banks andthe finance and insurance industry. The business area has close to 1,900employees and 400 customers worldwide, currently operates in 13 countries andgenerated revenues of €199 million (£137 million) for the year ended 31 December2004. 5. Information on AttentiV AttentiV provides software solutions and associated services to the financialservices sector. These solutions cover modular software packages andindividually tailored applications, together with the support services necessaryfor successful implementation and on-going support of complete operationalsystems. AttentiV has two main product sets, Summit, which focuses on retailbanking, and Portfolio, which focuses on organisations offering asset-backedfinance products, personal loans and debt management. In addition to the sale ofthese two products, AttentiV derives revenue from the delivery of custom-builtsolutions through its tailored solutions business. Summit is a package-based, modular system, that supports the selling andadministration of mortgages, loans, savings, current accounts and associatedservices within the retail banking sector. Revenue from Summit was £22.0 millionfor the financial year ended 30 September 2004. Portfolio is a suite of softwaresolutions for organisations offering asset-backed finance products, personalloans and debt management. Revenue from Portfolio was £4.6 million for thefinancial year ended 30 September 2004. Tailored solutions are softwareapplications designed and built to perform particular specialised tasks or tooperate in specific environments and revenue for the financial year ended 30September 2004 was £5.5 million. Following a successful placing of approximately £33.3 million worth of shares,AttentiV made its debut on AIM on 31 March 2004. In the year ending 30 September2004 AttentiV's total revenue was £32.1 million (€46.8 million) and itsoperating profit was £3.2 million (€4.7 million). AttentiV currently hasapproximately 350 employees. 6. Background to and reasons for the Offer The proposed transaction forms a part of TietoEnator's declared strategy ofexpanding its Banking & Insurance business globally. It will provide TietoEnatorwith a significant presence in the UK and create the opportunity to build uponAttentiV's valued customer base. It represents a strong platform for furthergrowth. AttentiV's products and TietoEnator's global banking solutions are to alarge extent complementary. The combination of the two businesses will create ahighly attractive offering to the entire UK banking industry. TietoEnator expects to be able to generate revenue synergies as a result of thetransaction. As part of the TietoEnator group, AttentiV will be able to grow itscurrent business more rapidly, particularly in the top tier banking market, withthe benefit of TietoEnator's broad range of solutions and services. At the sametime, AttentiV will be able to expand its current business into areas whereTietoEnator has particular strength, such as core banking, payments, cards andinternet banking solution areas. TietoEnator expects to create significantpotential for AttentiV to expand its business through its service model "CoreApplication Modernisation Partnership" which combines long-term applicationmanagement and component based renewal of systems on a cost effective basis.AttentiV will also be able to utilize TietoEnator's global organisation topromote its own solutions outside the UK. TietoEnator's Banking & Insurance business has several customers among the toptier UK banks, but does not currently have a significant local UK presence. 7. Financial Impact of the Offer on TietoEnator The financial effect of the AttentiV acquisition on TietoEnator's earnings pershare is expected to be positive in 2005. This statement should not be taken tomean that TietoEnator's earnings per share for 2005 or subsequent periods willbe higher than that of prior periods. TietoEnator will finance the Offer by using its existing cash reserves andcredit facilities. 8. AttentiV Share Option Schemes The Offer will extend to any AttentiV Shares which are unconditionally allottedor issued pursuant to the exercise of existing options under the AttentiV ShareOption Schemes while the Offer remains open for acceptance (or such earlier timeor date as TietoEnator may, subject to the rules of the Code, decide). If the Offer becomes or is declared unconditional in all respects, TietoEnatorintends to make appropriate proposals in due course to holders of options underthe AttentiV Share Option Schemes (to the extent that such holders' options havenot been exercised or lapsed), which will include a cashless exercise facility. 9. AttentiV employees and management TietoEnator attaches great importance to the skills and experience of theexisting employees and management of AttentiV. TietoEnator intends that AttentiVwill continue to be run by its existing management team and believes thatopportunities for employees and management will be enhanced by the TietoEnatoracquisition. TietoEnator has given assurances to the AttentiV board that, on the Offerbecoming or being declared unconditional in all respects, the existingcontractual and statutory employment rights, including pension rights, of allAttentiV employees will be fully observed. 10. Inducement fee arrangements AttentiV has agreed to pay to TietoEnator an inducement fee of £430,000(inclusive of VAT) in the event that a competing offer is announced during theperiod before the Offer becomes or is declared wholly unconditional or lapses oris withdrawn, and subsequently any independent competing offer becomes or isdeclared wholly unconditional in all respects. 11. Compulsory acquisition and de-listing If the Offer becomes or is declared unconditional in all respects andTietoEnator receives acceptances under the Offer in respect of, and/or otherwiseacquires, at least 90 per cent. of the AttentiV Shares to which the Offerrelates, it will be TietoEnator's intention: (a) to exercise its rights pursuant to the provisions of sections 428 to 430F ofthe Companies Act to acquire compulsorily the remaining AttentiV Shares to whichthe Offer relates; and (b) to procure that AttentiV makes applications to the London Stock Exchange forthe cancellation of the listing of AttentiV Shares on AIM and for thecancellation of trading in AttentiV Shares on AIM. It is anticipated that the cancellation of AttentiV's listing and admission totrading will take effect no earlier than the expiry of 20 business days afterthe date on which the Offer becomes or is declared unconditional in allrespects. De-listing would significantly reduce the liquidity and marketabilityof any AttentiV Shares not assented to the Offer. 12. General (a) The availability of the Offer to persons not resident in the UK may beaffected by the laws of the relevant jurisdiction. Any persons who are residentin or subject to the laws of any jurisdiction other than the UK should informthemselves about and observe any applicable requirements. (b) The formal Offer Document setting out the full terms andconditions of the Offer and the Forms of Acceptance will be posted to AttentiVShareholders as soon as practicable, other than to AttentiV Shareholders withaddresses in Australia, Canada, Japan or the United States. (c) Save as disclosed above, neither TietoEnator nor, so far as TietoEnator isaware, any party acting, or presumed to be acting, in concert with TietoEnator,owns or controls any AttentiV Shares or holds any options to acquire AttentiVShares or has entered into any derivative referenced to AttentiV Shares. (d) The Loan Notes to be issued pursuant to the Offer, if any, have not been,and will not be, listed on any stock exchange. The Loan Notes have not been, andwill not be, registered under the Securities Act, or under any of the relevantsecurities laws of or of any jurisdiction within any of Australia, Canada, Japanor the United States. Accordingly, unless an exemption under such Act orrelevant securities laws is applicable, the Loan Notes may not be offered, sold,resold, delivered or distributed, directly or indirectly, in or into Australia,Canada, Japan or the United States. (e) The conditions and certain further terms of the Offer are set out inAppendix I; the sources and bases of information in this announcement are setout in Appendix II; and the definitions of certain expressions used in thisannouncement are contained in Appendix III. (f) This announcement does not constitute an invitation to purchase anysecurities. Enquiries TietoEnator CorporationAke Plyhm +46 8632 1410Paivi Lindqvist +358 9 862 63276Jukka Rosenberg +358 9 8626 2366 Regent (financial adviser to TietoEnator)James Calvert 01753 800 700Robert FergussonSarah McNicholas AttentiV Systems Group plc 01582 845000Peter BertramDavid Webber Hawkpoint (financial adviser to AttentiV) 020 7665 4500Paul BainesGraham Paton This announcement does not constitute an offer to sell or an invitation topurchase or subscribe for any securities or the solicitation of an offer to buyor subscribe for any securities pursuant to the Offer or otherwise. The Offerwill be made solely by the Offer Document and the Form of Acceptanceaccompanying the Offer Document, which will contain the full terms andconditions of the Offer, including details of how the Offer may be accepted. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions in which they are locatedor to which they are subject. Persons who are not resident in the United Kingdomor who are subject to other jurisdictions should inform themselves of, andobserve, any applicable requirements. Any person (including nominees, trusteesand custodians) who would, or otherwise intends to, forward this announcement,the Offer Document and the Form of Acceptance or any accompanying document toany jurisdiction outside the United Kingdom should refrain from doing so andseek appropriate professional advice before taking any action. The Offer will not be made, directly or indirectly, in or into, or by use of themails of, or by any means or instrumentality (including, without limitation,telephonically or electronically) of interstate or foreign commerce of, or ofany facility of a national securities exchange of, nor will it be made in orinto Australia, Canada, Japan or the United States and the Offer will not becapable of acceptance by any such use, means, instrumentality or facility.Accordingly, copies of this Announcement and any other documents related to theOffer are not being, and must not be, mailed or otherwise forwarded, distributedor sent in or into Australia, Canada, Japan or the United States and personsreceiving such documents (including custodians, nominees and trustees) must notdistribute or send them in, into or from Australia, Canada, Japan or the UnitedStates. The Loan Notes to be issued pursuant to the Loan Note Alternative have not been,and will not be, registered under the Securities Act or under any relevantsecurities laws of any state or other jurisdiction of the United States or therelevant securities laws of Japan, nor have clearances been, nor will they be,obtained from the securities commission or similar authority of any province orterritory of Canada, nor has a prospectus in relation to the Loan Notes been,nor will one be, lodged with or registered by the Australian Securities andInvestments Commission nor have any steps been taken, nor will any steps betaken, to enable the Loan Notes to be offered in compliance with applicablesecurities laws of Japan. Accordingly, unless an exemption under such act orsecurities laws is available, Loan Notes may not be offered, sold, re-sold ordelivered, directly or indirectly, in or into, or by use of the mails of, or byany means or instrumentality (including, without limitation, telephonically orelectronically) of interstate or foreign commerce of or any facility of anational securities exchange of Australia, Canada, Japan or the United States,or any other jurisdiction in which an offer of Loan Notes would constitute (orresult in the Offer constituting) a violation of relevant laws or requireregistration thereof, or to or for the account or benefit of any resident ofAustralia, Canada, or Japan or the United States. Regent, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively as financial adviser to TietoEnator inconnection with the Offer and no one else and will not be responsible to anyoneother than TietoEnator for providing the protections afforded to clients ofRegent nor for providing advice in relation to the Offer. Hawkpoint, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively as financial adviser toAttentiV in connection with the Offer and no one else and will not beresponsible to anyone other than AttentiV for providing the protections affordedto clients of Hawkpoint nor for providing advice in relation to the Offer. Any person who, alone or acting together with any other person(s) pursuant to anagreement or understanding (whether formal or informal) to acquire or control"relevant securities" (within the definition set out in the Code) of AttentiV,owns or controls, or becomes the owner or controller of, directly or indirectly,one per cent. or more of any class of relevant securities of AttentiV isgenerally required under the provisions of Rule 8 of the Code to notify aRegulatory Information Service and the Panel by not later than 12.00 noon(London time) on the business day following the date of the transaction of everydealing in such securities during the period to the date on which the Offerbecomes or is declared unconditional as to acceptances or lapses or iswithdrawn. A copy of such notification on the appropriate form should also befaxed to the Panel by that time on +44 (0) 20 7236 7013 or e-mailed to:monitoring@ disclosure.org.uk. In the event of any doubt as to the applicationof these requirements, the Panel should be consulted on +44 (0) 20 7638 0129.Dealings by AttentiV, TietoEnator or their respective "associates" (within thedefinition set out in the Code) in any class of relevant securities of AttentiVor referable thereto until the end of such period must also be so disclosed.Please consult your financial adviser if you believe that this Rule may beapplicable to you. APPENDIX I CONDITIONS AND FURTHER TERMS OF THE OFFER The Offer, which will be made by Regent on behalf of the Offeror, will complywith the applicable rules of the Code, will be governed by English law and willbe subject to the jurisdiction of the courts of England. In addition, the Offerwill be subject to the terms and conditions to be set out in the Offer Documentand the Form of Acceptance. 1. Conditions of the Offer The Offer will be conditional upon: (i) valid acceptances being received (and not, where permitted, withdrawn) bynot later than 3.00pm (London time) on the first closing date of the Offer (orsuch later time(s) and/or date(s) as TietoEnator may, subject to the rules ofthe Code, decide) in respect of not less than 90 per cent., (or such lesserpercentage as TietoEnator may decide) in nominal value of the AttentiV Shares towhich the Offer relates, provided that this condition shall not be satisfiedunless TietoEnator and/or any of its wholly-owned subsidiaries shall haveacquired or agreed (unconditionally or subject only to conditions that will befulfilled upon the Offer becoming or being declared unconditional in allrespects) to acquire (pursuant to the Offer or otherwise) AttentiV Sharescarrying in aggregate more than 50 per cent. of the voting rights then normallyexercisable at a general meeting of AttentiV including for this purpose (to theextent, if any, required by the Panel) any such voting rights attaching to anyAttentiV Shares that are unconditionally allotted or issued before the Offerbecomes or is declared unconditional as to acceptances, whether pursuant to theexercise of any outstanding subscription or conversion rights or otherwise. Forthe purposes of this condition: (a) the expression 'AttentiV Shares to which the Offer relates' shall beconstrued in accordance with sections 428 to 430F (inclusive) of the CompaniesAct; (b) AttentiV Shares that have been unconditionally allotted but not issued shallbe deemed to carry the voting rights that they will carry upon issue; and (c) valid acceptances shall be treated as having been received in respect of anyAttentiV Shares that TietoEnator or any other member of the Wider TietoEnatorGroup shall, pursuant to section 429(8) and, if applicable, section 430E of theCompanies Act, be treated as having acquired or contracted to acquire by virtueof acceptances of the Offer; (ii) no Third Party having intervened in any way and there not continuing to beoutstanding any statute, regulation or order of any Third Party in each casewhich would or might reasonably be expected (in any case to an extent which ismaterial in the context of the Wider TietoEnator Group or the Wider AttentiVGroup, as the case may be, in each case, taken as a whole) to: (a) make the Offer or the acquisition or proposed acquisition by TietoEnator orany other member of the Wider TietoEnator Group of any shares or control ofAttentiV or any other member of the Wider AttentiV Group, void, unenforceableand/or illegal in any relevant jurisdiction or otherwise directly or indirectlyrestrain, restrict, prohibit, prevent, delay or otherwise interfere with theimplementation thereof, or impose material additional conditions or obligationswith respect to the Offer or such acquisition, or otherwise challenge, impede orhinder the Offer or its implementation, or require amendment to the terms of theOffer or the acquisition or proposed acquisition of any AttentiV Shares, or theacquisition of control of AttentiV by TietoEnator; (b) require, prevent, or delay the divestiture or alter the terms of anyproposed divestiture by TietoEnator or any other member of the Wider TietoEnatorGroup or by AttentiV or any other member of the Wider AttentiV Group of all orany material part of their respective businesses, assets or properties or imposeany limitation on the ability of any of them to conduct any of their respectivebusinesses or to own or control any of their respective assets or properties orany material part thereof;(c) limit or delay the ability of any member of the Wider TietoEnator Group toacquire or to hold or to exercise effectively, directly or indirectly, all orany rights of ownership in respect of the AttentiV Shares; (d) except pursuant to Part XIIIA of the Companies Act, require any member ofthe Wider TietoEnator Group or of the Wider AttentiV Group to acquire, or tooffer to acquire, any shares or other securities (or the equivalent) in anymember of the Wider AttentiV Group owned by any third party; or (e) limit the ability of any member of the Wider TietoEnator Group or of theWider AttentiV Group to integrate or co-ordinate its business, or any part ofit, with the businesses or any part of the businesses of any other member of theWider TietoEnator Group or of the Wider AttentiV Group, and all applicable waiting and other time periods during which any Third Partycould intervene in such a way under the laws of any relevant jurisdiction havingexpired, lapsed or been terminated; (iii) all necessary notifications and filings having been made, all regulatoryand statutory obligations in any relevant jurisdiction having been compliedwith, all appropriate waiting and other time periods (including any extensionsof such waiting and other time periods) under any applicable legislation orregulations of any relevant jurisdiction having expired, lapsed or beenterminated in each case in respect of the Offer or the acquisition or proposedacquisition of any AttentiV Shares or control of AttentiV or any other member ofthe Wider AttentiV Group by any member of the Wider TietoEnator Group exceptwhere the failure to make any such notification or filing, or comply with anysuch obligation, or the fact that any such period has not expired, lapsed orbeen terminated, individually or in the aggregate, is not likely to have amaterially adverse effect on the Wider TietoEnator Group taken as a whole; (iv) all authorisations and determinations necessary or appropriate in anyrelevant jurisdiction for or in respect of the Offer or the acquisition orproposed acquisition of any AttentiV Shares or control of AttentiV or any othermember of the Wider AttentiV Group by any member of the Wider TietoEnator Grouphaving been obtained, in terms and in a form reasonably satisfactory toTietoEnator, from all relevant Third Parties or (without prejudice to thegenerality of the foregoing) from any persons or bodies with whom any member ofthe Wider AttentiV Group has entered into contractual arrangements that arematerial in the context of the Wider AttentiV Group taken as a whole and suchauthorisations and determinations remaining in full force and effect and therebeing no notice of any intention to revoke or not renew or materially suspend,restrict or modify any of the same in any such case in so far as is material inthe context of the Wider TietoEnator Group or Wider AttentiV Group, as the casemay be, in each case, taken as a whole; (v) except as publicly announced by AttentiV, or as fairly disclosed toTietoEnator or its advisers by or on behalf of AttentiV in connection with theOffer prior to 5 April 2005, there being no provision of any agreement,arrangement, licence or other instrument to which any member of the WiderAttentiV Group is a party, or by or to which any such member or any of itsassets is or are or may be bound, entitled or subject or any circumstance,which, in each case as a consequence of the Offer or the acquisition or proposedacquisition of any AttentiV Shares or control of AttentiV or any other member ofthe Wider AttentiV Group by any member of the Wider TietoEnator Group orotherwise, would or might reasonably be expected to result in, (in any case toan extent that is or would be material in the context of the Wider AttentiVGroup taken as a whole): (a) any monies borrowed by, or any other indebtedness or liabilities (actual orcontingent) of, or any grant available to, any such member being or becomingrepayable or capable of being declared repayable immediately or prior to itsstated maturity, or the ability of any such member to borrow moneys or incur anyindebtedness being withdrawn or inhibited; (b) any such agreement, arrangement, licence or other instrument beingterminated or materially and adversely modified or affected or any onerousobligation or liability arising or any adverse action being taken or arisingthereunder; (c) any member of the Wider AttentiV Group ceasing to be able to carry on itsbusiness under any name under which it currently does so; (d) any asset or interest of any member of the Wider AttentiV Group being orfalling to be disposed of, in each case otherwise than in the ordinary course ofbusiness; (e) the creation or enforcement of any mortgage, charge or other securityinterest over the whole or any material part of the business, property or assetsof any such member of the Wider AttentiV Group or any such mortgage, charge orother security interest (whenever created, arising or having arisen) becomingenforceable; (f) the creation of any liability (actual or contingent) by any member of theWider AttentiV Group otherwise than in the ordinary course of business; or (g) the financial or trading position of any member of the Wider AttentiV Groupbeing prejudiced or adversely affected; (vi) since 30 September 2004, save as publicly announced, or as fairly disclosedto TietoEnator or its advisers by or on behalf of AttentiV in connection withthe Offer prior to 5 April 2005, no member of the Wider AttentiV Group having: (a) (save as between AttentiV and, on a pre-emptive basis, any member of theWider AttentiV Group or upon the exercise of rights to subscribe for AttentiVShares pursuant to the exercise of options granted under any of the AttentiVShare Option Schemes on or prior to 30 September 2004 or details of which havebeen disclosed to TietoEnator or its advisers in connection with the Offer priorto 5 April 2005) issued or agreed to issue or authorised the issue of additionalshares of any class, or of securities convertible into, or rights, warrants oroptions to subscribe for or acquire, any such shares or convertible securitiesor redeemed, purchased or repaid any of its own shares or other securities orreduced or made any other change to any part of its share capital; (b) recommended, declared, paid or made any bonus, dividend or otherdistribution whether payable in cash or otherwise (other than to AttentiV or awholly-owned subsidiary of AttentiV); (c) save for transactions between members of the AttentiV Group, acquired ordisposed of or transferred, mortgaged or charged or created any securityinterest over (in each case other than in the ordinary course of business) anyassets or any rights, title or interest in any asset (including shares and tradeinvestments), which, in each case, is material in the context of the WiderAttentiV Group taken as a whole, or merged with or demerged any body corporateor authorised or announced any intention to propose any such merger, demerger,acquisition, disposal, transfer, mortgage, charge or security interest (otherthan in the ordinary course of business);(d) made or authorised or announced an intention to propose any material changein its loan capital or issued, authorised or proposed the issue of any materialdebentures; (e) (save in the ordinary course of business and/or for transactions betweenmembers of the AttentiV Group) incurred or increased any indebtedness orliability (actual or contingent) which is material in the context of the WiderAttentiV Group taken as a whole; (f) entered into or varied or authorised the entry into or variation of anyagreement, transaction, arrangement or commitment (whether in respect of capitalexpenditure or otherwise) which:(i) is of a long-term, onerous or unusual nature or magnitude or which involvesor could involve an obligation of such a nature or magnitude; or (ii) could restrict the business of any member of the Wider AttentiV Group, and in any such case which is material in the context of the Wider AttentiVGroup taken as a whole; (g) entered into or varied materially the terms of any contract, agreement orarrangement with any of the Directors of AttentiV or (in a manner which ismaterial in the context of the Wider AttentiV Group taken as a whole) any otherdirector or senior executive of any member of the Wider AttentiV Group; (h) waived or compromised any claim other than in the ordinary course ofbusiness in any case in a manner or on terms that are material in the context ofthe Wider AttentiV Group taken as a whole; (i) taken any corporate action or had any legal proceedings instituted orthreatened against it, or petition presented or order (in each case which is notdischarged within 21 days) made, in each case for its winding-up (voluntary orotherwise), dissolution or reorganisation or for the appointment of a receiver,administrator, administrative receiver, trustee or similar officer of all or anymaterial part of its assets or revenues which in any case is material in thecontext of the Wider AttentiV Group taken as a whole; (j) been unable, or admitted in writing that it is unable, to pay its debts orhaving stopped or suspended (or threatened to stop or suspend) payment of itsdebts generally or ceased or threatened to cease carrying on all or asubstantial part of its business, in any case which is likely to have a materialadverse effect on the Wider AttentiV Group taken as a whole; (k) made any alteration to the memorandum or articles of association ofAttentiV; or (l) entered into any contract, commitment, agreement or arrangement or passedany resolution with respect to, or announced an intention to effect, any of thetransactions, matters or events referred to in this condition (vi), and for the purpose of this condition "material" shall mean material in thecontext of the Wider AttentiV Group taken as a whole; (vii) since 30 September 2004, and save as publicly announced, or as fairlydisclosed to TietoEnator or its advisers by or on behalf of AttentiV inconnection with the Offer prior to 5 April 2005: (a) no adverse change or deterioration having occurred in the business, assets,financial or trading position or profits or prospects of AttentiV or any othermember of the Wider AttentiV Group that is material in the context of the WiderAttentiV Group taken as a whole; and (b) no litigation or arbitration proceedings, prosecution or other legalproceedings having been instituted, announced, implemented or threatened inwriting by or against or remaining outstanding against or in respect of anymember of the Wider AttentiV Group or to which any member of the Wider AttentiVGroup is a party (whether as plaintiff, defendant or otherwise) the effect ofwhich is adverse to any member of the Wider AttentiV Group to an extent that inany case is material in the context of the Wider AttentiV Group taken as awhole; (viii) save as fairly disclosed to TietoEnator or its advisers by or on behalfof AttentiV in connection with the Offer prior to 5 April 2005, TietoEnator nothaving discovered: (a) that any financial, business or other information concerning AttentiV or theWider AttentiV Group that has been disclosed at any time by or on behalf of anymember of the Wider AttentiV Group whether publicly, or to any member of theWider TietoEnator Group, is misleading, contains any misrepresentation of factor omits to state a fact necessary to make the information contained therein notmisleading and which was not subsequently corrected before 5 April 2005 bydisclosure either publicly or otherwise to TietoEnator, which in any case itselfor together with other factors is material and adverse to the financial ortrading position of the Wider AttentiV Group taken as a whole; or (b) that any member of the Wider AttentiV Group is subject to any liability(actual or contingent) that has not been disclosed to any member of the WiderTietoEnator Group or publicly announced prior to 5 April 2005, and which in anycase is material in the context of the Wider AttentiV Group taken as a whole; (ix) save as publicly announced or as fairly disclosed to TietoEnator or itsadvisers by or on behalf of AttentiV in connection with the Offer prior to 5April 2005, TietoEnator not having discovered that:(a) any past or present member of the Wider AttentiV Group has not complied withall applicable legislation or regulations of any jurisdiction with regard to thestorage, disposal, discharge, spillage, leakage or emission of any waste orhazardous substance or any substance likely to impair the environment or harmhuman health, or otherwise relating to environmental matters or the health andsafety of any person, or that there has otherwise been any such use, treatment,handling, storage, transport, release, disposal, discharge, spillage, leakage oremission (whether or not this constituted a non-compliance by any person withany legislation or regulations and wherever the same may have taken place)which, in any case, would be likely to give rise to any liability (whetheractual or contingent) or cost on the part of any member of the Wider AttentiVGroup which in any case is material in the context of the Wider AttentiV Grouptaken as a whole; or (b) there is, or is reasonably likely to be, any liability (whether actual orcontingent) to make good, repair, reinstate or clean up any property now orpreviously owned, occupied or made use of by any past or present member of theWider AttentiV Group, or in which any such member may now or previously have hador be deemed to have or have had an interest, or any other property or anycontrolled waters under any environmental legislation, regulation, notice,circular or order or other lawful requirement of any relevant authority or ThirdParty or otherwise which in any case is material in the context of the WiderAttentiV Group taken as a whole. For the purposes of these conditions: (a) 'Third Party' means any government, government department or governmental,quasi-governmental, supranational, statutory, regulatory or investigative body,authority (including any national anti-trust or merger control authority),court, trade agency, association, institution or professional or environmentalbody or any other person or body whatsoever in any relevant jurisdiction; (b) a Third Party shall be regarded as having 'intervened' if it has publiclydecided to take, institute, implement, or threaten any action, proceeding, suit,investigation or enquiry or reference, or made, enacted or proposed any statute,regulation, decision or order, and 'intervene' shall be construed accordingly; (c) 'authorisations' means authorisations, orders, grants, recognitions,confirmations, consents, licences, clearances, permissions, exemptions andapprovals; (d) 'publicly announced' means disclosed in the annual report and accounts ofAttentiV for the year ended 30 September 2004 or otherwise announced on orbefore 4 April 2005 by or on behalf of AttentiV by the delivery of anannouncement to a Regulatory Information Service; and (e) 'the Wider AttentiV Group' means AttentiV and its subsidiary undertakings,associated undertakings and any other undertakings in which AttentiV and suchundertakings (aggregating their interests) have a substantial interest and 'theWider TietoEnator Group' means TietoEnator and its subsidiary undertakings,associated undertakings and any other undertaking in which TietoEnator and suchundertakings (aggregating their interests) have a substantial interest. Subject to the requirements of the Panel, TietoEnator reserves the right towaive all or any of the above conditions, in whole or in part, except condition(i). The Offer will lapse if it does not become or is not declared unconditionalas to acceptances. Further, the Offer will lapse unless conditions (ii) to (ix)have been fulfilled or (if capable of waiver) waived, or, where appropriate,have been determined by TietoEnator to be or remain satisfied, by midnight onthe day which is 21 days after the later of the first closing date of the Offerand the date on which the Offer becomes or is declared unconditional as toacceptances, or such later date as TietoEnator may, with the consent of thePanel, decide, provided that TietoEnator shall be under no obligation to waiveor treat as fulfilled or satisfied any of conditions (ii) to (ix) inclusive by adate earlier than the latest date specified above for the fulfilment thereofnotwithstanding that any such condition or the other conditions of the Offer mayat such earlier date have been fulfilled or satisfied and that there are at suchearlier date no circumstances indicating that any of such conditions may not becapable of fulfilment or satisfaction. The Offer will lapse (unless otherwise agreed by the Panel) if the acquisitionof AttentiV by TietoEnator is referred to the Competition Commission before thelater of 3.00 pm (London time) on the first closing date of the Offer and thedate on which the Offer becomes or is declared unconditional as to acceptances. If the Offer lapses it will cease to be capable of further acceptance and theofferor and accepting AttentiV Shareholders shall thereupon cease to be bound byForms of Acceptance submitted at or before the time when the Offer so lapses. If TietoEnator is required by the Panel to make an offer for AttentiV Sharesunder the provisions of Rule 9 of the Code, TietoEnator may make suchalterations to the terms and conditions of the Offer as are necessary to complywith the provisions of that Rule. 2. Certain further terms of the Offer The AttentiV Shares which are subject to the Offer will be acquired byTietoEnator fully paid, free from all liens, charges, equities, encumbrances andother interests and together with all rights attaching thereto including,without limitation, the right to receive and retain any dividend and otherdistribution, announced, declared, made or payable on or after the date of thisannouncement. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions. Persons who are notRelated Shares:
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