16th Jan 2007 07:00
Eckoh PLC16 January 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITEDSTATES, CANADA, AUSTRALIA, SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN Eckoh PLC Tender Offer by Eckoh PLC to purchase Ordinary Shares for up to a maximum value of approximately £7 million at a price of between 11.5 pence and 13.5 pence per Ordinary Share and Notice of an Extraordinary General Meeting Introduction On 29 November 2006 the Board of Eckoh PLC ("Eckoh" or "the Company") announcedthat it had commenced a buy-back of its ordinary shares of 0.25 pence ("OrdinaryShares") through the purchase of 10,500,000 Ordinary Shares at 11.5 pence in themarket and that a wider return of capital to all Shareholders would be announcedin the coming weeks. A further announcement was made by the Board on 13 December2006 that it had purchased 15,000,000 Ordinary Shares in the market at 12.5pence per share. Today the Board announces its intention to return surplus cash to Shareholdersby way of a tender offer for a maximum value of approximately £7 million at aprice of between 11.5 pence and 13.5 pence per Ordinary Share ("Tender Offer").The Tender Offer documentation will be posted to shareholders today and theTender Offer requires the approval of Shareholders at an Extraordinary GeneralMeeting to be held on 22 February 2007. In addition, the Company is seeking theauthority to make market purchases of its own shares, if appropriate, followingthe completion of the Tender Offer. Background to and Reasons for the Tender Offer On 18 July 2006, the Company disposed of its interests in Symphony TelecomHoldings plc to Redstone plc. This disposal generated approximately £11 millionof cash for the Company and since then the Company has had funds surplus to itsoperational requirements. The Board believes that now is an appropriate time toreturn up to £7 million of cash to its Shareholders by way of the Tender Offer. In arriving at the level of cash to be returned to Shareholders, the Board hastaken account of the levels of funding remaining in the Group to enable it tomaintain its financial strength and to allow it to pursue acquisitionopportunities should they arise. Current Trading and Prospects On 28 November 2006, the Company announced its results for the six months ending30 September 2006. These results showed significant growth in revenue andprofits from continuing operations and confirmed that the Group was tradingahead of market expectations. At the time of those results, Nik Philpot, ChiefExecutive, commented that "The first six months of trading has significantlyout-performed expectations and the good levels of new business generationcombined with a traditionally strong second half means our overall prospects areexcellent. As a Board we remain extremely confident in the outlook for our corebusiness." Since those results, there has been continued growth in the second half of thecurrent financial year to date and the Board continues to believe that theprospects for the Company are very positive. The Tender Offer The Board is proposing to return up to approximately £7 million of capitalthrough its purchase of up to 60,869,565 existing Ordinary Shares from eligibleshareholders. Once purchased, those Ordinary Shares will be cancelled and willnot be available for re-issue. The Tender Offer is being made on the terms and subject to the conditions setout in a Circular and tender form to be posted to shareholders today in respectof up to 60,869,565 Ordinary Shares within a price range of 11.5 pence ("MinimumPrice") to 13.5 pence ("Maximum Price") per Ordinary Share. The Minimum Pricerepresents a discount of approximately 2.1 per cent. over the middle marketclosing price (as derived from the AIM Appendix to the Daily Official List ofthe London Stock Exchange) of 11.75 pence per Ordinary Share on 15 January 2007and the Maximum Price represents a premium of approximately 14.9 per cent. overthe middle market closing price (as derived from the AIM Appendix to the DailyOfficial List of the London Stock Exchange) of 11.75 pence per Ordinary Share on15 January 2007. None of the directors of Eckoh, who in aggregate hold 2,928,550 Ordinary Shares(representing 1.2 per cent. of the Company's issued ordinary shares), intend totender any of their Ordinary Shares pursuant to the Tender Offer. Expected Timetable for the Tender Offer 2007 Tender Offer opens 16 January Latest time and date for receipt of Tender Forms by 1.00 p.m. on 6 February Record date for the Tender Offer 5.00 p.m. on 6 February Announcement of results of the Tender Offer 7 February Purchase Agreement available for inspection from 7 February until 22 February Latest time and date for receipt of Form of Proxy by 10.00 a.m. on 20 February Extraordinary General Meeting 10.00 a.m. on 22 February Announcement of result of Extraordinary General Meeting and completion of purchase 22 February CREST accounts credited with Tender Offer proceeds and revised holdings of uncertificated Ordinary Shares by 27 February Despatch of cheques for Tender Offer proceeds for certificated Ordinary Shares by 27 February Despatch of balance share certificates for unsold Ordinary Shares and share certificates for unsuccessful tenders by 5 March The above times and/or dates may be subject to change and in the event of anysuch change, the revised times and/or dates will be notified to Shareholders byan announcement through a Regulatory Information Service. For further enquiries, please contact: Eckoh plc Tel: 08701 100 700Nik Philpot, Chief Executive OfficerAdam Moloney, Group Finance Director Corporate Synergy Plc Tel: 020 7448 4400Brian Stockbridge / Jerry Keen / John Prior Buchanan Communications Tel: 020 7466 5000Mark Edwards / Jeremy Garcia This Announcement does not constitute an invitation to purchase any securitiesor the solicitation of any vote in any jurisdiction. The full terms andconditions of the Tender Offer will be set out in the Tender Offer document.Shareholders of the Company are advised to read carefully the formaldocumentation in relation to the Tender Offer once it has been despatched. The Tender Offer is not being made, directly or indirectly, in the UnitedStates, Canada, Australia, South Africa, the Republic of Ireland or Japan andneither this Announcement nor the Tender Offer documentation may be distributedor sent in or into or from the United States, Canada, Australia, South Africa,the Republic of Ireland or Japan and doing so may render invalid any purportedtender. Corporate Synergy plc, which is regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for the Company and no one else inconnection with the Tender Offer and will not be responsible to anyone otherthan the Company for providing the protections afforded to customers ofCorporate Synergy or for giving advice in relation to the Tender Offer. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Eckoh Technologies