28th Oct 2009 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JERSEY, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
28 October 2009
Recommended offer by Chime Communications plc for the shares of Essentially Group Limited
Offer unconditional as to acceptances
Level of acceptances
On 22 September 2009, the boards of Chime Communications plc ("Chime") and Essentially Group Limited ("Essentially") announced a recommended offer by Chime for the entire issued and to be issued share capital of Essentially (the "Offer").
As at 1.00 p.m. on 27 October 2009, being the First Closing Date of the Offer as set out in the Offer Document posted to Essentially Shareholders on 6 October 2009, valid acceptances of the Offer had been received in respect of a total of 192,000,904 Essentially Shares representing approximately 85.07 per cent. of the entire issued share capital of Essentially.
Chime announces that the Offer is now declared unconditional as to acceptances. The listing application in relation to the New Chime Shares to be issued pursuant to the Offer is expected to be heard by the UKLA on 30 October 2009 and accordingly Chime anticipates that the Offer will be declared wholly unconditional on that date.
Prior to the posting of the Offer Document on 6 October 2009, Chime had received irrevocable undertakings to accept (or procure acceptance of) the Offer in respect of, in aggregate, 94,075,915 Essentially Shares, representing approximately 41.69 per cent. of the entire issued share capital of Essentially. Chime had also received non-binding letters of intent to accept the Offer in respect of, in aggregate, 28,005,142 Essentially Shares, representing approximately 12.41 per cent. of the entire issued share capital of Essentially. The level of acceptances of the Offer referred to above include acceptances received pursuant to such irrevocable undertakings and letters of intent. None of the acceptances of the Offer referred to above was received from any person acting in concert with Chime.
Save as disclosed in this announcement and in the Offer Document, neither Chime, nor any person acting in concert with Chime, holds any interests in or rights over any Essentially Shares.
Offer remains open for acceptance
The Offer will remain open until further notice.
If you hold Essentially Shares in certificated form and wish to accept the Offer but have not yet done so, the Form of Acceptance should be completed, signed, witnessed and returned as soon as possible.
If you hold Essentially Shares in uncertificated form (that is, in CREST) and wish to accept the Offer but have not yet done so, an electronic acceptance should be sent through CREST so that the TTE instruction settles as soon as possible. If you hold Essentially Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to CREST.
Settlement
The consideration (in the form of share certificates for the New Chime Shares to be issued pursuant to the Offer) due to Essentially Shareholders who validly accept the Offer before it is declared wholly unconditional will be despatched to them by 5.00 p.m. on 10 November 2009. The consideration due to Essentially Shareholders who validly accept the Offer after it is declared wholly unconditional but while the Offer remains open for acceptance will be despatched within 14 days of such acceptance.
Cancellation of listing of Essentially Shares and compulsory acquisition
As set out in paragraph 18 of Part II of the Offer Document, when Chime has acquired or agreed to acquire Essentially Shares carrying at least 75 per cent. of the voting rights attaching to the ordinary share capital of Essentially, it intends to procure the making of an application by Essentially to cancel admission to trading in Essentially Shares on AIM. Provided that the Offer is declared wholly unconditional, which, as described above, is anticipated to take place on 30 October 2009 following the hearing of the listing application in relation to the New Chime Shares to be issued pursuant to the Offer, such cancellation is anticipated to take place at 7.00 a.m. on 26 November 2009. The cancellation of admission to trading of Essentially Shares will significantly reduce the liquidity and marketability of any Essentially Shares not assented to the Offer.
It is intended that Essentially will be re-registered as a private company under the relevant provisions of the Jersey Companies Law. As described in the Offer Document, Chime also intends to apply the provisions of Articles 116 to 118 and Article 121 of the Jersey Companies Law to acquire compulsorily any outstanding Essentially Shares to which the Offer relates on the same terms as the Offer.
General
Copies of the Offer Document and the Form of Acceptance together with the Prospectus produced in connection with the Offer and other documents required to be put on display for the purposes of the Offer are available for inspection during normal business hours on any business day free of charge at the registered office of Chime at 14 Curzon Street, London W1J 5HN and at the offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY throughout the period during which the Offer remains open for acceptance.
The Offer Document, Form of Acceptance and Prospectus are available to view on Chime's website at http://www.chime.plc.uk (in each case subject to certain restrictions relating to persons resident in restricted jurisdictions).
Copies of the Prospectus are available for inspection by the public during normal business hours on any weekday (public holidays excepted) at the UK Listing Authority's Document Viewing Facility, which is situated at the Financial Services Authority, 25 North Colonnade, Canary Wharf, London E14 5HS.
Terms defined in the Offer Document have the same meaning in this announcement.
Enquiries:
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Chime Communications plc |
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Lord Bell |
Tel: +44 (0)20 7861 8515 |
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Christopher Satterthwaite |
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Bell Pottinger Corporate & Financial (PR adviser to Chime) |
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Charles Cook |
Tel: +44 (0)20 7861 3232 |
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Victoria Geoghegan |
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Emma Kent |
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EPL Advisory LLP(Financial adviser to Chime) |
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David Anderson |
Tel: +44 (0)77 4877 6433 |
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Numis Securities Limited(Corporate broker and sponsor to Chime) |
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Nick Westlake |
Tel: +44 (0)20 7260 1000 |
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Christopher Wilkinson |
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Essentially Group Limited |
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Bart Campbell |
Tel: +44 (0)20 7820 7000 |
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Dwight Mighty |
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Cenkos Securities plc(Financial adviser to Essentially) |
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Ivonne Cantu |
Tel: +44 (0) 20 7397 8900 |
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Beth McKiernan |
This announcement is not intended to, and does not constitute, or form any part of an offer to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of an offer to purchase or subscribe for any securities in any jurisdiction, pursuant to the Offer or otherwise. Any acceptance or other response to the Offer should be made only on the basis of information contained in or referred to in the Offer Document and, in respect of Essentially Shares held in certificated form, the Form of Acceptance.
EPL Advisory LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Chime and no one else in connection with the Offer and will not be responsible to anyone other than Chime for providing the protections afforded to its clients or for providing advice in relation to the Offer.
Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Chime and no one else in connection with the Offer and will not be responsible to anyone other than Chime for providing the protections afforded to its clients or for providing advice in relation to the Offer.
Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Essentially and no one else in connection with the Offer and will not be responsible to anyone other than Essentially for providing the protections afforded to its clients for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or any other matters referred to herein.
Overseas jurisdictions
The release, publication or distribution of this announcement in certain jurisdictions other than the United Kingdom may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. In particular, this announcement should not be distributed, forwarded to or transmitted in or into the United States of America, Canada, Australia, Jersey or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws in such jurisdiction.
This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.
The availability of the Offer to persons who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located.
The Offer will not be made, directly or indirectly, in or into any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction, and the Offer will not be capable of acceptance from or within any such jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction, and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.
This announcement is not an offer of securities for sale in the United States, Australia, Canada, Jersey or Japan or in any other jurisdiction in which such an offer is unlawful. The New Chime Shares which will be issued in connection with the Offer have not been, and will not be, registered under the US Securities Act or under the securities law of any state, district or other jurisdiction of the United States or of Australia, Canada, Jersey or Japan, and no regulatory clearance in respect of the New Chime Shares has been, or will be, applied for in any jurisdiction other than the UK. The New Chime Shares may not be offered, sold, or delivered, directly or indirectly, in, into or from the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act or such other securities laws. The New Chime Shares may also not be offered, sold or delivered, directly or indirectly, in, into or from Australia, Canada, Jersey or Japan or to, or for the account or benefit of, any resident of Australia, Canada, Jersey or Japan except pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions. In the United States, Australia, Canada, Jersey, Japan and any other overseas jurisdiction in which the offer or issuance of New Chime Shares would constitute a breach of applicable securities laws, absent an applicable exemption therefrom, Essentially Shareholders who otherwise validly accept the Offer will receive, in lieu of the New Chime Shares to which they would otherwise be entitled under the terms of the Offer, the net cash proceeds of the sale of such shares, as more fully set out in the Offer Document.
Publication on the Chime and Essentially websites
A copy of this announcement is and will be available for inspection free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Chime's website at www.chime.plc.uk and Essentially's website at www.essentiallygroup.com.
Related Shares:
CHW.L