3rd Apr 2008 07:01
EMC Computer Systems (UK) Limited03 April 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE AVIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION RECOMMENDED CASH OFFER FOR CONCHANGO PLC BY EMC COMPUTER SYSTEMS (UK) LIMITED Offer Wholly Unconditional 1. Offer Becomes Unconditional in All Respects EMC Computer Systems (UK) Limited ("EMC") is pleased to announce that its Offerfor Conchango plc ("Conchango") has become wholly unconditional. On April 2,2008, valid acceptances of the Offer had been received in respect of a total of132,798,034 Conchango Shares, representing approximately 73.38 per cent. of theIssued Share Capital of Conchango. As valid acceptances have been received inrespect of more than 72 per cent. in nominal value of the Conchango Shares towhich the Offer relates, the only condition of its recommended cash Offer forConchango has been satisfied. Accordingly, the Offer is wholly unconditional. The figure for acceptances of the Offer received includes acceptances relatingto 119,360,690 Conchango Shares representing 65.96% of the Issued Share Capitalpursuant to irrevocable undertakings given by Conchango Directors RichardThwaite and Michael Altendorf. In addition, the figure for acceptances of theOffer received includes acceptances of the Offer received relating to 12,152,472Conchango Shares representing 6.72% of the Issued Share Capital pursuant toirrevocable undertakings given by Southwind Limited. Valid acceptances havetherefore been received in respect of 72.67% of the Conchango Shares subject toirrevocable undertakings. As the Offer has now become unconditional as to acceptances, the Offer willcontinue to remain open until 3.00 p.m. on May 6, 2008, being 14 days after thefirst closing date of April 22, 2008, and remains subject to the further termsset out in Part B of Appendix I to the offer document dated April 1, 2008 (the "Offer Document"). Any extensions of the Offer will be publicly announced by 8.00a.m. on the Business Day following the day on which the Offer was otherwise dueto expire, or at such later time or date as the Panel may agree. 2. Acceptance of the Offer Conchango Shareholders who wish to accept the Offer and who have not alreadydone so should: (i) in respect of Conchango Shares in certificated form,complete, sign and return the Form of Acceptance, in accordance with theinstructions set out in the Offer Document and in the Form of Acceptance, so asto be received by Capita Registrars (at The Registry, 34 Beckenham Road,Beckenham, Kent, BR3 4TU) as soon as possible; and (ii) in respect of Conchango Shares in uncertificated form (thatis, in CREST), accept electronically through CREST, in accordance with theinstructions set out in the Offer Document, so that the TTE instruction settlesas soon as possible. Conchango Shareholders holding Conchango Shares as a CRESTsponsored member should refer to their CREST sponsor as only the CREST sponsorwill be able to send the necessary TTE instruction to CREST. 3. Offer Document Copies of the Offer Document are available from Capita Registrars at TheRegistry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. Terms defined in the Offer Document shall have the same meanings in thisannouncement. 4. Enquiries EMCMichael Gallant, Tel: +1 508 293 6357 (Media relations)EMC Investor Relations, Tel +1 866 362 6973 (Investor relations) Investec (Financial adviser to EMC)Tel: +44 (0) 207 597 5117Ben PoynterAndrew Pinder This announcement does not constitute, or form part of, any offer for, or anysolicitation of any offer for, securities. Any acceptance or other response tothe Offer should be made only on the basis of information referred to in theOffer Document. Save as disclosed above or in the Offer Document, no Conchango Shares have beenacquired or agreed to be acquired by or on behalf of EMC or any person acting inconcert with EMC during the Offer Period and neither EMC nor any person actingin concert with EMC has the benefit of any irrevocable commitment or letter ofintent in respect of any Conchango Shares or has any interest in any ConchangoShares, or any short position (whether conditional or absolute and whether inthe money or otherwise and including any short position under a derivative), anyagreement to sell, any delivery obligation, any right to require another personto purchase or take delivery in respect of any Conchango Shares, any right tosubscribe for any Conchango Shares or any stock borrowing or lending arrangementin respect of any Conchango Shares. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of their relevant jurisdiction. Such personsshould inform themselves of, and observe, any applicable legal or regulatoryrequirements of their jurisdiction. Further details in relation to OverseasShareholders are contained in the Offer Document. Unless otherwise determined by EMC, the Offer is not being, and will not be,made, directly or indirectly, in or into or by the use of the mails of, or byany means or instrumentality (including, without limitation, telephonically orelectronically) of interstate or foreign commerce of, or through any facilitiesof a national securities exchange of any Restricted Jurisdiction if to do sowould constitute a violation of the relevant laws of such jurisdiction, and theOffer should not be accepted by any such use, means, instrumentality orfacilities or from or within the a Restricted Jurisdiction. Accordingly, copiesof this announcement are not being, and must not be mailed or otherwiseforwarded, distributed or sent in, into or from a Restricted Jurisdiction andall persons receiving this announcement (including nominees, trustees andcustodians) must not mail or otherwise forward, distribute or send it in, intoor from a Restricted Jurisdiction. Doing so may render invalid any purportedacceptance of the Offer. Notwithstanding the foregoing, EMC will retain theright to permit the Offer to be accepted and any sale of securities pursuant tothe Offer to be completed if, in its sole discretion, it is satisfied that thetransaction in question can be undertaken in compliance with applicable law andregulation. Investec Bank (UK) Limited, which is authorised and regulated by the FinancialServices Authority in the United Kingdom, is acting exclusively for EMC and noone else in connection with the Offer and will not be responsible to anyoneother than EMC for providing the protections offered to clients of Investec Bank(UK) Limited nor for providing advice in relation to the Offer or any othermatters referred to in this announcement. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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