31st Jul 2007 07:01
Trainline Holdings Limited31 July 2007 Not for release, publication or distribution in or into the United States,Canada, Australia or Japan For immediate release 31 July 2007 Recommended cash offer by Trainline Investments Holdings Limited ("Trainline") for Advanced Smartcard Technologies plc ("AST") Offer unconditional in all respects On 26 June 2007, Trainline announced the terms of a recommended cash offer toacquire the entire issued and to be issued share capital of AST, other thanShares already owned by Trainline or contracted to be acquired by Trainline at aprice of 7.25 pence per Share. The offer document setting out the full terms ofthe Offer (the "Offer Document") was posted to Shareholders on 26 June 2007. Terms defined in the Offer Document have the same meaning in this announcement. 1 Offer wholly unconditional in all respects On 18 July 2007, Trainline announced that the Offer had become unconditional asto acceptances. Further to that announcement, Trainline declares the Offerunconditional in all respects with immediate effect. The Offer will remain openfor acceptance until further notice. 2 Settlement of consideration Settlement of the consideration due under the Offer will be dispatched (or, inrespect of Shares held in uncertificated form, credited through CREST) inrespect of Shares for which acceptances of the Offer, valid in all respects,have already been received or, in respect of Shares held in uncertificated form,for which Electronic Acceptances have already been validly made, within 14 daysof the date of this announcement. Settlement of the consideration in respect ofvalid acceptances received or made after 1.00 p.m. on 31 July 2007 will bedispatched (or, in respect of Shares held in uncertificated form, creditedthrough CREST) within 14 days of such acceptances being received. 3 Further acceptances To accept the Offer in respect of Shares held in certificated form (that is, notin CREST), the Form of Acceptance should be completed, signed and returned inaccordance with the instructions set out in paragraph 15(a) of the letter fromTrainline contained in Part II of the Offer Document and on the Form ofAcceptance as soon as possible. Additional Forms of Acceptance are availablefrom Capita Registrars on 0870 162 3121 or, if calling from outside the UnitedKingdom, on +44 20 8639 2157. To accept the Offer in respect of Shares held in uncertificated form (that is,in CREST), Shareholders should follow the procedure set out in paragraph 15(b)of the letter from Trainline contained in Part II of the Offer Document so thatthe TTE instruction settles through CREST as soon as possible. 4 Compulsory acquisition of Shares In the letter from Trainline contained in Part II of the Offer Document,Trainline stated that, at such time that Trainline had contracted to acquire atleast 90 per cent. of the Shares to which the Offer relates and at least 90 percent. of the voting rights carried by those Shares, and assuming that all of theother conditions to the Offer had been satisfied, it intended to exercise itsrights in accordance with Chapter 3 of Part 28 of the Companies Act 2006 (the"Act") to acquire the remaining Shares. Accordingly, as a result of the Offer being declared unconditional in allrespects, Trainline will exercise its rights pursuant to the Act to acquire alloutstanding Shares on the same terms as the Offer. 5 De-listing of Shares As a result of the Offer being declared unconditional in all respects, it isTrainline's intention to procure the making of an application by AST to theLondon Stock Exchange for the cancellation of trading in Shares on AIM. It isanticipated that such cancellation will take effect at 7:00 am on 8 August 2007. Enquiries New Boathouse Capital 020 7471 3770Colin La Fontaine Jackson Altium 0161 831 9133Phil AdamsAdrian Reed New Boathouse Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Trainline and no one else in connection with the Offer and will not be responsible to anyone other than Trainline for providing the protections afforded to clients of New Boathouse Capital or for providing advice in relationto the offer or any other matters referred to in this announcement. Altium, which is authorised and regulated in the United Kingdom by the FinancialServices Authority for investment business activities, is acting exclusively as financial adviser to AST and no one else in connection with the Offer and will not be responsible to anyone other than AST for providing the protections afforded to clients of Altium or for providing advice in relation to the Offer or any other matters referred to in this announcement. This announcement does not constitute an offer to sell or the solicitation of anoffer to subscribe for or buy any security, nor is it a solicitation of any voteor approval in any jurisdiction, nor shall there be any sale, issuance ortransfer of the securities referred to in this announcement in any jurisdictionin contravention of applicable law. The Offer is being made solely by means ofthe Offer Document and (in the case of Shares in certificated form) the Form ofAcceptance accompanying the Offer Document, which together contain the fullterms and conditions of the Offer, including details of how the Offer may beaccepted. The availability of the Offer to Shareholders who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdictions in which theyare located or of which they are citizens. Such persons (including, withoutlimitation, nominees, trustees and custodians) should inform themselves of, andobserve, any applicable legal or regulatory requirements of their jurisdictions. The Offer is not being made, directly or indirectly, in or into the UnitedStates, Canada, Australia or Japan. Any persons (including custodians, nomineesand trustees) who are overseas persons should seek appropriate advice beforetaking steps to accept the Offer. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
SMRT.L