29th Dec 2005 16:34
Tinopolis PLC29 December 2005 Tinopolis PLC 29 December 2005 Not for release, publication or distribution in whole or in part in or into theUnited States, Canada, Australia, or Japan. Offer by Winghaven Partners Ltd on behalf of Tinopolis Plc ('Tinopolis') for The Television Corporation Plc ('TV Corp') First Closing Date Offer declared unconditional as to acceptances Further to the announcement on 10 November 2005 by Tinopolis of its offer forall of the issued share capital of TV Corp and the posting of the Offer Documentto TV Corp Shareholders on 8 December 2005, the board of Tinopolis announcesthat as at 1.00 p.m. on 29 December 2005, being the First Closing Date,Tinopolis had received valid acceptances of the Offer in respect of a total of24,485,696 TV Corp Shares representing approximately 58.76 per cent. of theissued share capital of TV Corp. The board of directors of Tinopolis have resolved to reduce the acceptancecondition detailed in the Offer to 50% and accordingly the Offer has, therefore,become unconditional as to acceptances. Prior to the posting of the Offer Document, Tinopolis had received irrevocableundertakings from certain TV Corp Shareholders to accept the Offer in respectof, in aggregate, 12,457,869 TV Corp Shares representing 29.90 per cent. of theexisting issued TV Corp Shares. Of these irrevocable undertakings the Board hasreceived valid acceptances from, in aggregate, 7,455,691 TV Corp Shares,representing 17.89 per cent of the issued share capital of TV Corp. Tinopolis has also received signed forms of acceptance from the remaining TVCorp Shareholders who gave irrevocable undertakings totalling 5,002,178 TV CorpShares representing 12.01 per cent. of the issued share capital of TV Corp, andexpects to receive the documents of title or suitable indemnities related tothese shares shortly. Prior to the posting of the Offer Document, Tinopolis had received letters ofintent to accept or procure acceptance of the offer from certain TV CorpShareholders in respect of, in aggregate, 8,757,230 TV Corp Shares representing21.02 per cent. of the issued share capital of TV Corp. Of these letters ofintent the Board has received valid acceptances from, in aggregate, 8,734,117 TVCorp Shares, representing 20.96 per cent of the existing issued TV Corp Shares. The Offer remains conditional, inter alia, on approval by Tinopolis Shareholdersat an annual general meeting of Tinopolis to be held at 10.00 a.m. on 31December 2005 for this purpose. The Offer will remain open for acceptance by TV Corp Shareholders until furthernotice. TV Corp Shareholders who hold their shares in certificated form and who have notyet accepted the Offer are urged to complete and return their Forms ofAcceptance to Capita Registrars, Corporate Actions, PO Box 166, The Registry, 34Beckenham Road, Beckenham, Kent, BR3 4TH, as soon as possible. Holders of TV Corp Shares in uncertificated form may only accept the Offer inrespect of such shares by TTE Instruction in accordance with the procedure setout in paragraph 15 of Part VII of the Offer Document. If you are a CRESTsponsored member you should refer to your CREST sponsor before taking anyaction. TV Corp Shareholders who are in any doubt as to the procedure for acceptance orwho require assistance with filling in the Form of Acceptance should call CapitaIRG on 0870 162 3121. The definitions contained in the Offer Document sent to TV Corp Shareholders on8 December 2005 apply for the purposes of this announcement. The Tinopolis Directors accept responsibility for the information contained inthis document. To the best of the knowledge of the Tinopolis Directors (whohave taken 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. 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 if to do 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 restrictionsmay constitute 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. 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)Aubrey PowellMark Lander The Offer is not being made directly or indirectly in or into, or by use of themails or any other means of instrumentality (including, without limitation, fax,telex or telephone) of interstate or foreign commerce of, or any facilities of anational securities exchange of, the United States, Canada, Australia or Japanand will not be capable of acceptance by any such use, means, instrumentality orfacilities or from within the USA, Canada, Australia or Japan. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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