6th Mar 2009 07:00
Entertainment One Ltd.
Proposed Partial Cash Offer by Marwyn Neptune Fund LP and Notice of Extraordinary General Meeting
The Board of Entertainment One Ltd. ("Entertainment One" or "the Company") announces a proposed partial cash offer to existing shareholders made by Marwyn Neptune Fund L.P. ("Marwyn") to acquire up to 27 million ordinary shares ("shares") at a cash price of 12.5p per share (the "Partial Offer"), which represents approximately 20.8 per cent. of the Company's current issued share capital.
An Extraordinary General Meeting, to be held on 26 March 2009 (the "EGM"), will consider amending the articles of association of Entertainment One to, inter alia, allow Marwyn to increase its shareholding in the company to 49.9% without triggering the requirement to make an offer to Entertainment One shareholders for the remainder of the outstanding shares.
When combined with Marwyn's current holding of approximately 36.1 million shares, the Partial Offer if taken up in full would result in Marwyn holding an interest in a maximum of 63.1 million shares, representing approximately 48.5% of the issued share capital of Entertainment One.
The Partial Offer is contained in, and is subject to terms and conditions, which are set out in an offer document ("the Offer Document") from Marwyn which has been sent to ordinary shareholders of Entertainment One today.
The Partial Offer is conditional, inter alia, upon Marwyn receiving acceptances in respect of at least 1 million shares (or such lesser number as Marwyn may decide) and the passing of the shareholder resolution at the EGM.
Marwyn has reserved the right to enable certain members of the Board of directors and management team of Entertainment One to acquire shares in the Partial Offer at the offer price, up to a maximum of £1 million. If those individuals acquire shares in the Partial Offer, they will do so by taking up the appropriate number of shares assented to the offer in substitution for Marwyn.
The Partial Offer is open until 1.00pm on 27 March 2009 (or such later date and time as Marwyn may have notified by prior announcement). Subject to the Partial Offer becoming unconditional in all respects, acceptances will be met on a "first come, first served basis".
The Partial Offer is not being made, and will not be made, directly or indirectly, in, into or from the United States, Australia, Canada, Japan or any other Restricted Jurisdiction (as defined in the Offer Document).
James Corsellis, Non-Executive Director of Entertainment One and Managing Partner of Marwyn Investment Management LLP said:
"Marwyn believes that the Board's strategy will deliver substantial value, that Entertainment One has an excellent long-term future and that the Company's performance, financial strength and prospects are not reflected in the current share price. In seeking to increase our stake significantly we are underlining our confidence in the future of Entertainment One."
Enquiries:
|
Quiller Consultants John Eisenhammer |
+44 (0) 20 7233 9444 |
|
Entertainment One Giles Willits |
+44 (0) 20 7004 2755 |
|
Singer Capital Markets James Maxwell |
+44 (0) 20 3205 7500 |
Additional information
The Offer Document, form of acceptance and a letter from Darren Throop, Chief Executive of Entertainment One, containing formal notice from Entertainment One convening the EGM, to be held at 2 p.m. on 26 March 2009, are expected to be posted to shareholders today. These documents will also be shortly available to view on the Company's website: www.entertainmentonegroup.com.
Full terms and conditions of the Partial Offer, together with instructions on how to accept the Partial Offer, are set out in the offer document and the accompanying form of acceptance.
Notes to Editors:
Entertainment One Ltd. (AIM: ETO) is a leading independent entertainment content owner that acquires film, television and music rights and exploits these rights in all media in more than 190 countries. The company currently operates in Canada, the U.S., the UK, Holland and Belgium through its four primary businesses units: E1 Television, E1 Films, E1 Music and E1 Distribution. These businesses collectively represent E1's extensive expertise in film distribution, television and music production/distribution, Kids content, Licensing and Distribution. E1's content library includes more than 3,700 feature films, 2,700 hours of original television programming and 15,000 music tracks.
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Entertainment One