29th Sep 2011 12:47
For immediate release
ENIGMATIC INVESTMENTS LIMITED
Replacement - Posting of Offer Document
This announcement corrects a statement contained within the announcement made by Enigmatic Investments Limited at 11.28am on 29 September 2011 under RNS Number 1919P. The announcement stated that the offer document dated 28 September 2011 in respect of the Offer and the Form of Acceptance was posted to Enigmatic Investments shareholders yesterday. The announcement should state that the offer document dated 28 September 2011 in respect of the Offer and the Form of Acceptance was posted to Clarity Shareholders yesterday. The full corrected announcement follows:
29 September 2011
Not for release, publication or distribution, in whole or in part, in or into or from
any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction
CASH OFFER
to acquire the entire issued and to be issued ordinary share capital of
CLARITY COMMERCE SOLUTIONS PLC
BY
ENIGMATIC INVESTMENTS LIMITED
Further to the announcement of 27 September 2011 in respect of the cash offer by Enigmatic Investments to acquire the entire issued and to be issued ordinary share capital of Clarity, Enigmatic Investments is pleased to announce that the offer document dated 28 September 2011 (the "Offer Document") in respect of the Offer and the Form of Acceptance was posted to Clarity Shareholders yesterday.
The Offer will initially remain open for acceptance until 1.00 p.m. (London time) on 19 October 2011.
Copies of the Offer Document, are available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Enigmatic Investments' website at www.enigmatic.gg and are available for collection from finnCap at 60 New Broad Street, London EC2M 1JJ and from Capita Registrars at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
Certain terms used in this announcement are defined in the Offer Document.
Enquiries:
Enigmatic Investments Limited Telephone: +44 (0) 1481 716000
Laurence McNairn
Mark Huntley
finnCap Telephone: +44 (0) 20 7220 0500
(Financial adviser and
corporate broker to Enigmatic Investments)
Marc Young or Ed Frisby
Overseas Shareholders
This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed is not the same as would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK. Unless otherwise determined by Enigmatic Investments or required by the Code and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of, any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by Enigmatic Investments or required by the Code and permitted by applicable law and regulation, copies of this announcement and any other related document are not being, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may make invalid any purported acceptance of the Offer by persons in any such jurisdiction.
The availability of the Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Persons who are subject to the laws of any jurisdiction other than the United
Kingdom should obtain professional advice and observe any applicable requirements.
Dealing disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period, and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made no later than 3.30pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44(0) 20 7638 0129.
Publication on website
A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Enigmatic Investments' website at www.enigmatic.gg by no later than 12.00 noon (London time) on 30 September 2011 and will remain available during the course of the Offer.
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