27th May 2005 07:30
TietoEnator Corporation27 May 2005 Not for release, publication or distribution in, into or from Australia, Canada,Japan or the United States 27 May 2005 RECOMMENDED CASH OFFER by REGENT ASSOCIATES LIMITED on behalf of TIETOENATOR FINANCIAL SOLUTIONS UK LIMITED for ATTENTIV SYSTEMS GROUP PLC INCREASED OFFER UNCONDITIONAL IN ALL RESPECTS 1. Increased Offer unconditional TietoEnator Financial Solutions announces that, as at 3.00 p.m. (London time) on26 May 2005, it had received valid acceptances of the Increased Offer in respectof 59,263,128 AttentiV Shares representing approximately 97.8 per cent. ofAttentiV's existing issued share capital. TietoEnator Financial Solutions announces, now that all conditions to theIncreased Offer have been either satisfied or waived, that it is declaring theIncreased Offer unconditional in all respects. As at 3.00 p.m. (London time) on 26 May 2005, valid elections had been receivedfrom AttentiV Shareholders in respect of the Loan Note Alternative amounting to,in aggregate, £112,286 of nominal value of Loan Notes, below the relevantthreshold of £1 million contained in Appendix II to the Offer Document. ThoseAttentiV Shareholders validly electing for the Loan Note Alternative willinstead receive cash consideration in accordance with the terms of the IncreasedOffer. The cash consideration due to accepting AttentiV Shareholders is expected to bedespatched either on or before 10 June 2005 in respect of acceptances completein all respects and received not later than 3.00 p.m. (London time) on 26 May2005 or within 14 days of the date of receipt of further acceptances which arevalid and complete in all respects. 2. Extension and subsequent close of Increased Offer The Increased Offer will remain open for acceptance, subject to the terms andconditions contained in the Increased Offer Document, until 3.00 p.m. (Londontime) on 24 June 2005 following which time the Increased Offer will close andcease to be capable of further acceptance. 3. De-listing of AttentiV Shares Notice is hereby given that TietoEnator Financial Solutions will cause AttentiVto apply to the London Stock Exchange immediately for the cancellation of thelisting and admission to trading on AIM of AttentiV Shares. It is anticipatedthat the cancellation of listing and trading will take effect no earlier than 20business days after the date of this announcement. Accordingly, it is expectedthat such cancellation will take effect on 27 June 2005 or as soon aspracticable thereafter. 4. Compulsory acquisition procedure TietoEnator Financial Solutions will despatch as soon as reasonably practicableformal notices under section 429 of the Companies Act 1985 to acquirecompulsorily all outstanding AttentiV Shares in respect of which validacceptances have not yet been received. AttentiV Shareholders who have not yet accepted the Increased Offer wishing toreceive consideration for their AttentiV Shares sooner than under the compulsoryacquisition process should complete and return their Forms of Acceptance inaccordance with the instructions set out in the Increased Offer Document, theOriginal Offer Document and in the Forms of Acceptance as soon as possible and,in any event, before 3.00 p.m. (London time) on 24 June 2005. 5. General Prior to the announcement of the Offer on 5 April 2005, TietoEnator had receivedirrevocable undertakings to accept the Offer from AttentiV Shareholders inrespect of 15,827,312 AttentiV Shares, representing approximately 26.1 per cent.of AttentiV's existing issued share capital and letters of intention to acceptthe Offer from AttentiV Shareholders in respect of 13,920,869 AttentiV Shares,representing approximately 23.0 per cent., in aggregate, of AttentiV's existingissued share capital. On 4 May 2005, TietoEnator Financial Solutions received irrevocable undertakingsto accept the Increased Offer from AttentiV Shareholders in respect of12,513,102 AttentiV Shares, representing approximately 20.7 per cent., inaggregate, of the existing issued share capital of AttentiV and letters ofintention to accept the Increased Offer from AttentiV Shareholders in respect of10,029,195 AttentiV Shares, representing approximately 16.6 per cent., inaggregate, of AttentiV's existing issued share capital. Acceptances received pursuant to irrevocable undertakings to accept theIncreased Offer in respect of 12,513,102 AttentiV Shares representing, inaggregate, approximately 20.7 per cent. of AttentiV's existing issued sharecapital and acceptances received pursuant to letters of intention to accept theIncreased Offer in respect of 10,029,195 AttentiV Shares representing, inaggregate, approximately 16.6 per cent. of AttentiV's existing issued sharecapital are included in the level of acceptances of AttentiV Shares referred toabove. Save as disclosed in this announcement, the Increased Offer Document or theOffer Document, neither TietoEnator Financial Solutions, nor any person actingin concert with TietoEnator Financial Solutions, held any AttentiV Shares (orrights over any AttentiV Shares) prior to the Offer Period and neitherTietoEnator Financial Solutions nor any person acting in concert withTietoEnator Financial Solutions, has acquired or agreed to acquire any AttentiVShares (or rights over any AttentiV Shares) since the commencement of the OfferPeriod. Terms defined in the increased offer document dated 6 May 2005 have the samemeanings in this announcement. Enquiries TietoEnator Financial Solutions UK LimitedAke Plyhm +46 8632 1410Paivi Lindqvist +358 9 862 63276 Regent Associates LimitedJames Calvert 01753 800700Robert FergussonSarah McNicholas 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 Increased Offer or otherwise. The Increased Offer will not be made, directly or indirectly, in or into, or byuse of the mails of, or by any means or instrumentality (including, withoutlimitation, telephonically or electronically) of interstate or foreign commerceof, or of any facility of a national securities exchange of, nor will it be madein or into Australia, Canada, Japan or the United States and the Increased Offerwill not be capable of acceptance by any such use, means, instrumentality orfacility. Accordingly copies of this Announcement and any other documentsrelated to the Increased Offer are not being, and must not be, mailed orotherwise forwarded, distributed or sent in or into Australia, Canada, Japan orthe United States and persons receiving such documents (including custodians,nominees and trustees) must not distribute or send them in, into or fromAustralia, Canada, Japan or the United States. Regent Associates Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively as financialadviser to TietoEnator and TietoEnator Financial Solutions in connection withthe Increased Offer and no one else and will not be responsible to anyone otherthan TietoEnator and TietoEnator Financial Solutions for providing theprotections afforded to clients of Regent Associates Limited nor for providingadvice in relation to the Increased Offer. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Aterian Plc