10th Nov 2005 12:08
Tinopolis PLC10 November 2005 Tinopolis PLCNovember 2005 10 November 2005 Not for release, publication or distribution in or into or from the United States, Canada, Australia, Republic of Ireland, South Africa or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction (each "a Restricted Jurisdiction"). Offer for The Television Corporation Plc ("TV Corp") by Winghaven Partners Ltd on behalf of Tinopolis Plc ("Tinopolis") Summary of the Offer: • The board of Tinopolis announces the terms of an offer to be made byWinghaven Partners on behalf of Tinopolis for the entire issued and to be issuedordinary share capital of TV Corp. • The Offer will be made on the following basis: For each TV Corp Share - 1.73 New Tinopolis Shares • The Offer values the entire issued and to be issued share capital ofTV Corp at approximately £36.4 million and each TV Corp Share at approximately87.4 pence based on the Closing Price of 50.5 pence per Tinopolis Share on 9November 2005. • The Offer represents a premium of 39.8 per cent. to the Closing Priceof 62.5 pence per TV Corp Share on 12 October 2005, being the last Business Dayprior to the announcement by TV Corp on 13 October 2005 that it was indiscussions which may or may not lead to an offer being made for TV Corp and apremium of 50.7 per cent. to the Closing price of 58.0 pence per TV Corp Shareon 9 November 2005. • Irrevocable undertakings to accept, or procure acceptance of, theOffer representing approximately 14.9 per cent. of TV Corp's existing issuedordinary share capital have been received by Tinopolis. All such irrevocableundertakings will cease to be binding if the Offer Document has not been postedwithin 28 days of this announcement or if a competing offer for TV Corp is madewhich values a TV Corp share at more than a 10 per cent premium to the Offer. • Letters of intent to accept, or procure acceptance of, the Offerrepresenting approximately 36.0 per cent. of TV Corp's existing issued ordinaryshare capital have been received by Tinopolis. • Accordingly, irrevocable undertakings and letters of intent to accept,or procure acceptance of, the Offer representing approximately 50.9% per cent.of TV Corp's existing issued ordinary share capital have been received byTinopolis. • Irrevocable undertakings to vote in support of the motions to approvethe acquisition at a Tinopolis EGM have been received by Tinopolis in respect ofan aggregate 88.2% of its issued share capital, including the interests of theTinopolis Directors. The New Tinopolis Shares to be issued represent 74.4 per cent. of the EnlargedIssued Share Capital. The Acquisition constitutes a reverse takeover under theAIM Rules by virtue of its size and is therefore subject to the prior approvalby Tinopolis Shareholders of the Resolutions at an Extraordinary GeneralMeeting. If the Acquisition is approved by Tinopolis Shareholders at the EGM, the dealingfacility for the Existing Ordinary Shares will be cancelled. Application willthen be made by the Company for the Existing Ordinary Shares to be re-admittedand the New Tinopolis Shares to be admitted to trading on AIM. In accordancewith the AIM Rules the Offer Document will be posted to Tinopolis Shareholderstogether with the Circular. It is expected that the Offer Document will be despatched to TV CorpShareholders as soon as practicable but in any event within 28 days of thisAnnouncement. The Offer Document will also constitute an equivalent documentpursuant to paragraph 1.2.2R(2) of the Prospectus Rules published by theFinancial Services Authority and as such will also be distributed to TinopolisShareholders. Commenting on the Offer, Ron Jones, Chairman of Tinopolis, said: 'The proposed acquisition of TV Corp is a strategically important move in ourplans to develop a powerful UK based producer of TV, interactive content andanimation. While we are disappointed that the Board of TV Corp has chosen toignore the wishes of the majority of TV Corp Shareholders to support theapproach made by Tinopolis, we remain convinced that Tinopolis has a great dealto offer TV Corp shareholders. We believe the support that the Offer enjoys fromTV Corp's largest shareholders demonstrates this. We believe that more focusedmanagement will improve the profitability of TV Corp's businesses and add to thefuture growth and competitiveness of the enlarged group.' This summary should be read in conjunction with, and is subject to, the fulltext of the attached Announcement. Appendix II to the attached Announcement contains definitions of certainexpressions used in this summary. Enquiries: Tinopolis 01554 880 880Ron Jones, Executive ChairmanArwel Rees, Managing Director Winghaven Partners Ltd 020 7201 8899(Financial Adviser to Tinopolis)Will IselinRob Edgell Panmure Gordon (Broking) Ltd 020 7459 3600(Nominated Adviser and Broker to Tinopolis)Grant HarrisonAubrey Powell Media Enquiries: Mantra PR 020 7907 7800Nick BishopLawrence Dore The Offer Document, which will also constitute an equivalent document pursuantto paragraph 1.2.2R(2) of the Prospectus Rules published by the FSA and the Formof Acceptance will be posted to TV Corp Shareholders (other than certainoverseas holders) as soon as practicable and in any event within 28 days of thisAnnouncement. The Offer Document and the Circular containing notice of the EGM are expected tobe sent to Tinopolis Shareholders on or as soon as practicable after the datethe Offer Document is posted to TV Corp Shareholders. Winghaven Partners, which is regulated in the UK by the FSA, is actingexclusively for Tinopolis and no-one else in connection with the Offer and othermatters described in this Announcement and will not be responsible to anyoneother than Tinopolis for providing the protections afforded to clients ofWinghaven Partners or for providing advice in relation to the Offer or any othermatters described in this Announcement. Panmure Gordon, which is regulated in the UK by the FSA, is acting exclusivelyfor Tinopolis and no-one else in connection with the Offer and other mattersdescribed in this Announcement and will not be responsible to anyone other thanTinopolis for providing the protections afforded to clients of Panmure Gordon orfor providing advice in relation to the Offer or any other matters described inthis Announcement. This Announcement does not constitute, or form part of, an offer or aninvitation to purchase or subscribe for any securities. The Offer will be madesolely by the Offer Document and the Form of Acceptance, which will contain thefull terms and conditions of the Offer, including details of how the Offer maybe accepted. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, any person who, alone oracting together with any other person(s) pursuant to an agreement orunderstanding (whether informal or formal) to acquire or control relevantsecurities of TV Corp, owns or controls, or becomes the owner or controller of,directly or indirectly, one per cent. or more of any class of securities of TVCorp is required to disclose, by not later than 12.00 noon on the Business Dayfollowing the date of the relevant transaction, dealings in such securities ofthat company (or in any option in respect of, or derivative referenced to, suchsecurities) during the period to the date on which the Offer becomes, or isdeclared, unconditional as to acceptances or lapse or is otherwise withdrawn. Under the provisions of Rule 8.1 of the City Code, all dealings in relevantsecurities of TV Corp by Tinopolis or TV Corp, or by any of their respectiveassociates (within the meaning of the City Code), must also be disclosed. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +4420 7638 0129; fax +44 20 7236 7013 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THEUNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND, SOUTH AFRICA OR JAPANOR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS OF SUCH JURISDICTION. 10 November 2005 Offer for The Television Corporation Plc by Winghaven Partners Ltd on behalf of Tinopolis Plc 1. Introduction The board of Tinopolis is today pleased to announce the terms of an offer to bemade by Winghaven Partners on behalf of Tinopolis for the entire issued and tobe issued ordinary share capital of TV Corp. 2. The Offer The Offer, which will be subject to the conditions and further terms set out, orreferred to, in Appendix I to this Announcement, in the Offer Document and inthe Form of Acceptance, will be made by Winghaven Partners on behalf ofTinopolis on the following basis: For each TV Corp Share - 1.73 New Tinopolis Shares Fractions of New Tinopolis Shares will not be allotted or issued to holders ofTV Corp Shares who accept the Offer (including such holders who are deemed toaccept the Offer) but will be aggregated and sold in the market and the proceedsretained for the benefit of the Enlarged Group. The Offer values the TV Corp Shares to which the Offer relates at approximately£36.4 million and each TV Corp Share at approximately 87.4 pence, based on theClosing Price of a Tinopolis Share of 50.5 pence on 9 November 2005. The Offer represents a premium of 39.8 per cent. to the Closing Price of 62.5pence per TV Corp Share on 12 October 2005, being the last Business Day prior tothe announcement by TV Corp on 13 October 2005 that it was in discussions whichmay or may not lead to an offer being made for TV Corp and a premium of 50.7 percent. to the Closing price of 58.0 pence per TV Corp Share on 9 November 2005. 3. Irrevocable undertakings Tinopolis has received the following irrevocable undertakings to accept theOffer: - From Talpa Beheer B.V. in respect of 3,104,051 TV Corp Shares, representingapproximately 7.45 per cent. of the existing issued TV Corp Shares. - From Broadcast Communications Limited in respect of 3,104,051 TV Corp Shares,the beneficial owner of which is Terry Bate, representing approximately 7.45 percent. of the existing issued TV Corp Shares. These undertakings will cease to be binding if the Offer Document has not beenposted within 28 days of this Announcement or if a competing offer for TV Corpis made which values a TV Corp Share at more than a 10 per cent. premium to theOffer as outlined in the Announcement. Tinopolis has also received letters of intent to accept the Offer from thefollowing shareholders: - From Schroder Investment Management Limited in respect of funds managed by it,amounting to 7,088,039 TV Corp Shares, representing approximately 17.0 per cent.of the existing issued TV Corp Shares. - From Talpa Beheer B.V. in respect of 4,726,245 TV Corp Shares, representingapproximately 11.3 per cent. of the existing issued TV Corp Shares. - From Broadcast Communications Limited in respect of 1,898,127 TV Corp Shares,the beneficial owner of which is Terry Bate, representing approximately 4.6 percent. of the existing issued TV Corp Shares. - From HSBC Global Custody Nominee (UK) Ltd in respect of 1,294,586 TV CorpShares, the beneficial owner of which is Terry Bate, representing approximately3.1 per cent. of the existing issued TV Corp Shares. Accordingly, Tinopolis has irrevocable undertakings to accept the Offer inrespect of, in aggregate, 6,208,102 TV Corp Shares representing approximately14.9 per cent. of the existing issued TV Corp Shares and letters of intent inrespect of, in aggregate, 15,006,997 TV Corp Shares representing approximately36.0 per cent. of the existing issued TV Corp Shares as at 9 November 2005,being the latest Business Day prior to this Announcement. 4. Background to and reasons for the Offer For the last few years TV Corp has continually disappointed its shareholderswith a lack of strategic direction and poor trading performance. It hasunderperformed against the other leading companies in its sector and itsprofitability has been well below comparable listed and privately ownedcompanies. Whilst it has made progress in disposing of its facilitiesbusinesses, Tinopolis management believes that two significant problems remainunresolved. First, TV Corp continues to carry levels of central costs and overheads that aretoo high. Second, it has not succeeded in balancing the potentially conflictingrequirements of profitability and investment in creative people and ideas. Thishas happened in an independent TV production market where investors believe thatshifts in legislation, quotas and access to capital should be drivingsignificant organic growth and profitability for the leading independentproducers. Tinopolis management believes that the way ahead for TV Corp is to maintainfinancial discipline while developing new ways to add value to the servicesprovided to its clients. In this light, Tinopolis management believes that the Offer to TV CorpShareholders will provide TV Corp with: 1. Solid management, an organisation structure and a cost base that reflects a better commercial awareness;2. A solid base of profitability;3. Improved future visibility of revenue and profit;4. An increased footprint in the increasingly important regional market; and5. A more positive environment in which to develop the skills and careers of TV Corp's excellent creative staff. Tinopolis management believes that the combination of TV Corp and Tinopolis willnot only strengthen the enlarged company's position as a leading independentproducer in terms of revenue and profitability, but will also provide keybusiness model differentiation. In a sector where growth has becomeoverly-fashionable at the expense of other business fundamentals the enlargedcompany has the potential to demonstrate the value to investors of a focussedmargin-led approach. Tinopolis management believes that Tinopolis is a unique asset in the TVproduction market. It is one of only a few companies in the UK that has investedsignificant sums in infrastructure and human resources in order to control itscost base and boost profitability. Tinopolis offers TV Corp Shareholders: - A strong, results orientated management team skilled in managing end-to-end profitability and customer expectations;- A strong organic revenue growth profile with good revenue visibility;- A commitment to developing a portfolio of companies through organic growth and acquisition that offers sustainable revenue, growth and excellent profitability;- Skills in interactive services that are be essential for the future of the television production sector;- A strong regional presence with the ability to take advantage of increased quotas for independent producers; and- The potential for upside growth with its animation business. 5. Information on Tinopolis Tinopolis Plc is one of the UK's leading independent television and new mediaproducers. Based in Llanelli, Tinopolis employs 145 people. The company producesa wide range of television programmes for broadcasters in the UK and around theworld. In the new media field, Tinopolis produces a range of interactive,training and education materials for clients including the Ministry of Defence,the University for Industry, the WDA, Scottish Enterprise, the BBC and ACCAC.Tinopolis Shares were admitted to trading on AIM earlier this year. 6. Information on TV Corp TV Corp describes itself as one of the UK's leading independent suppliers ofprogrammes to broadcasters worldwide, combining two of the UK's most respectedproduction companies, Mentorn and Sunset+Vine; and as a world leader increating, producing and distributing television formats and advertiser fundedprogramming. In the year ended 31 December 2004, TV Corp reported unaudited restated revenuesof £41.3 million and net loss for the period from continuing operations ofapproximately £1.1 million. In the six months ended 30 June 2005, TV Corpreported unaudited revenues from continuing operations of £22.0 million and anet loss of £296,000. 7. Board and management The members of the Tinopolis Board will continue to be responsible for theirrespective functions in the Enlarged Group. It is intended that the TV Corp Directors will stand down from the TV Corp Boardonce the Offer becomes, or is declared, unconditional in all respects. Followingthe Acquisition, the Tinopolis Board will determine what, if any, furtherexecutive and non-executive board appointments should be made. 8. Current trading for Tinopolis Tinopolis issued its preliminary interim results for six months ended 31 March2005 on 30 June 2005. The results contained the following trading update fromChairman, Ron Jones: 'Since Tinopolis joined AIM in February this year the Company has madesignificant progress. All segments of the business have performed well and inline with management's expectations. In television we have launched new live daily programming for S4C that has beenwell received by the broadcaster and by viewers alike. Our plans for expandingin drama are going well with the first series of a drama and a new sit-com nowvirtually complete. Our sports business/exposure has also increased with ourcoverage of the World Rally Championships and, in conjunction with Sky Sports,the broadcast for S4C of the first home Lions test match against Argentina. The prospects for Tinopolis have never looked better and I am confident we willend this financial year with our best ever television order backlog, including athree year agreement for the development of a slate of programmes for/with S4C. Over the past two years Management has committed significant resources to thedevelopment of the Company's Interactive services business. This investment has,in the short term, been a significant drain on Tinopolis' resources. However,your Board persevered because we believe that these skills will be a corerequirement for the television production companies that are successful in thefuture. This year, as anticipated, has seen this business win key customers andcontracts and equally significantly, reach profitability. The order book isstrong and I expect significant further progress. Much has been written about the reorganisation and consolidation that thetelevision production industry is going through; changes in the terms of tradewith broadcasters and the impact of regulatory decisions have accelerated aprocess that was already under way. Our assessment is that Tinopolis is one ofonly a handful of companies in the sector that have the business characteristicsto operate profitably and consistently in this new environment. We believe thatthe years of experience of planning and delivering profitability in televisionproduction gives Tinopolis a significant operating advantage. I believe that we are well placed to deliver growth, both organically and byacquisition. Our planned organic growth is already delivering increased revenueand profitability. In addition, we are currently in preliminary discussion witha number of potential acquisition targets in the television production sectorand also in other business sectors that are complimentary to our own. Ouremphasis is on finding and integrating targets that have the right financial aswell as operational characteristics. We are committed that our growth should beled by profitability and a coherent long-term strategy and we believe thatTinopolis is well placed to execute this vision." In the year ended 30 September 2004, Tinopolis reported revenues of £7.3 millionand net loss for the period from continuing operations of approximately £0.2million. In the six months ended 30 March 2005, Tinopolis reported unauditedrevenues from continuing operations of £5.2 million and a net profit of£222,000. 9. Consents and meeting The Offer is conditional upon the passing by Tinopolis Shareholders of theResolutions. Tinopolis Shareholders will be asked to approve the Offer and togrant the requisite allotment authority to the Tinopolis Directors. The Tinopolis Directors unanimously recommend, having been so advised byWinghaven Partners, Tinopolis Shareholders to vote in favour of the Resolutions.The Tinopolis Directors have given irrevocable undertakings to Tinopolis to votein favour of the Resolutions in respect of their own beneficial shareholdingscomprising, in aggregate, 15,194,923 Tinopolis Shares, representingapproximately 61.1 per cent. of Tinopolis' existing issued share capital as at 9November 2005, being the latest Business Day prior to this Announcement. In addition, certain other Tinopolis Shareholders owning, in aggregate,6,736,787 Tinopolis Shares representing approximately 27.1 per cent. ofTinopolis' existing issued share capital, have given irrevocable undertakings toTinopolis to vote in favour of the Resolutions as at 9 November 2005, being thelatest Business Day prior to this Announcement. The Offer Document will be posted to Tinopolis Shareholders together with thenotice of EGM, on or as soon as practicable after the date the Offer Document isposted to TV Corp Shareholders. 10. TV Corp management and employees Tinopolis attaches great importance to the skills and experience of the existingmanagement and employees of TV Corp and believes that most will have greateropportunities with Tinopolis. The existing employment rights, including pensionrights, of all employees of TV Corp will be safeguarded. 11. TV Corp Share Option Schemes Appropriate proposals will be made to members of the TV Corp Share OptionSchemes. 12. Further details of the Offer The TV Corp Shares will be acquired under the Offer fully paid and free from allliens, equities, charges, encumbrances and other interests and together with allrights attaching to them after the date of this Announcement, including theright to receive all dividends (if any) declared, made or paid thereafter. The Offer will be subject to the conditions set out in Appendix I to thisdocument and in the Form of Acceptance, including the approval of certainmatters by Tinopolis Shareholders and Admission. 13. Admission to trading on AIM and dealings in New Tinopolis Shares If the Acquisition is approved by Tinopolis Shareholders at the EGM, the dealingfacility for the Existing Ordinary Shares will be cancelled. Application willthen be made by the Company for the Existing Ordinary Shares to be re-admittedand the New Tinopolis Shares to be admitted to trading on AIM. 14. Compulsory acquisition and de-listing Provided the Resolutions are passed at the EGM, once Tinopolis has acquired oragreed to acquire, by virtue of its acceptances of the Offer, issued sharecapital carrying 75 per cent. or more of the voting rights of TV Corp, it maydecide to procure that TV Corp will apply for cancellation, respectively, of thetrading in TV Corp Shares on the London Stock Exchange's market for listedsecurities and of the listing of TV Corp Shares from the Official List. A noticeperiod of not less than 20 Business Days prior to the cancellation will commenceeither on the Offeror attaining 75 per cent. or more of the voting rights asdescribed above or on the first date of the issue of compulsory acquisitionnotices under Sections 428 to 430F of the Companies Act (which ever is theearlier). Delisting would significantly reduce the liquidity and marketabilityof any TV Corp Shares not assented to the Offer. Provided the Resolutions are passed at the EGM, if Tinopolis receivesacceptances of the Offer in respect of, and/or otherwise acquires, 90 per cent.or more of the TV Corp Shares to which the Offer relates, Tinopolis intends toexercise its rights pursuant to the provisions of Sections 428 to 430F of theCompanies Act to acquire the remaining TV Corp Shares to which the Offerrelates. 15. Tinopolis and TV Corp issued share capital In accordance with Rule 2.10 of the City Code, Tinopolis confirms that theissued share capital of Tinopolis comprises 24,857,145 shares of 2 pence each.The International Securities Identification Number for Tinopolis isGB0009365692. In accordance with Rule 2.10 of the City Code, TV Corp confirmed on 14 Octoberthat its current issued share capital comprises 41,665,115 shares of 5 penceeach. The International Securities Identification Number for TV Corp isGB0008639469. 16. General The Offer Document and the Form of Acceptance will be posted to TV CorpShareholders as soon as practicable and, in any event, within 28 days of thisAnnouncement, other than in relation to a Restricted Jurisdiction. The OfferDocument will also constitute an equivalent document pursuant to paragraph1.2.2R(2) of the Prospectus Rules published by the Financial Services Authorityand as such will also be distributed to Tinopolis Shareholders. APPENDIX I Part A: Conditions of the Offer The Offer will be subject to the following conditions: 1. Valid acceptances being received (and not, where permitted, withdrawn) by notlater than 1.00pm on the first closing date of the Offer (or such later time(s)and/or date(s) as Tinopolis may, subject to the rules of the City Code, decide)in respect of not less than 90 per cent., (or such lesser percentage asTinopolis may decide) in nominal value of the TV Corp Shares to which the Offerrelates, provided that this condition will not be satisfied unless Tinopolis,together with any member of the Tinopolis Group shall have acquired or agreed toacquire, whether pursuant to the Offer or otherwise, TV Corp Shares carrying inaggregate more than 50 per cent., of the voting rights then normally exercisableat a general meeting of TV Corp, including for this purpose, to the extent (ifany) required by the Panel, any such voting rights attaching to (or which would,if issued, attach to) TV Corp Shares which are unconditionally allotted orissued before the Offer becomes or is declared unconditional as to acceptanceswhether pursuant to the exercise of any outstanding conversion or subscriptionrights or otherwise. For the purpose of this condition; (i), the expression 'TVCorp Shares to which the Offer relates' shall be construed in accordance withsections 428 to 430F (inclusive) of the Companies Act; (ii) shares which havebeen unconditionally allotted but not issued shall be deemed to have the votingrights which they will carry upon their being entered into the register ofmembers of TV Corp; and (iii) valid acceptances shall be treated as having beenreceived in respect of any TV Corp Shares that Tinopolis and its subsidiariesshall, pursuant to section 429 (8) of the Act, be treated as having acquired orcontracted to acquire by virtue of acceptances of the Offer. 2. The London Stock Exchange announcing its decision to re -admit the ExistingTinopolis Shares and to admit the New Tinopolis Shares (subject only to theallotment of such shares) to trading on AIM and such Admission becomingeffective in accordance with the AIM Rules. 3. The passing at the EGM (or any adjournment thereof) of any resolution orresolutions which are necessary to approve the making of the Offer and to grantthe Tinopolis Directors authority to allot the New Tinopolis Shares in order toimplement the Offer. 4. Without limitation to condition 5 below, Tinopolis not having discovered orotherwise become aware prior to the date when the Offer would otherwise havebecome, or been declared, unconditional that the Office of Fair Trading intends,or is reasonably likely, to refer the Acquisition, or any matters arisingtherefrom, to the Competition Commission pursuant to the Enterprise Act 2002. 5. No government or governmental, quasi-governmental, supranational, statutoryor regulatory body, court, trade agency, association, authority (including anynational anti-trust or merger control authority), institution or professional orenvironmental body or other person or body in any jurisdiction(each a 'Relevant Authority') having, prior to the date when the Offer wouldotherwise have become, or been declared, unconditional in all respects, decidedto take, instituted, implemented or threatened any action, suit, proceeding,investigation or enquiry, or enacted, made or proposed any statute or regulationor order, or taken any other step which would or might reasonably be expectedto: (i) make the Offer or its implementation or the acquisition or proposedacquisition of any or all of the TV Corp Shares or of control or management ofTV Corp or any member of the TV Corp Group by Tinopolis, void, illegal orunenforceable under the laws of any jurisdiction or, directly or indirectly,materially restrain, prevent, prohibit, restrict, delay or otherwise materiallyinterfere in the implementation of or impose additional material conditions orobligations with respect to the Offer or the acquisition or proposed acquisitionof TV Corp or the wider TV Corp Group by Tinopolis or its implementation or anyacquisition of any TV Corp Shares by Tinopolis; (ii) result, directly or indirectly, in a material delay or limitation in theability of Tinopolis or any member of the wider TV Corp Group to acquire or tohold or to exercise effectively, directly or indirectly, all or any rights ofownership in respect of shares or other securities (or the equivalent) in, or toexercise voting or management control over, any member of the wider TV CorpGroup; (iii) require, prevent or materially delay the divestiture or alter the termsenvisaged for any proposed divestiture by any member of the wider TinopolisGroup or by any member of the wider TV Corp Group of all or any part of theirrespective businesses, assets or properties or impose any limitation on theability of any of them to conduct their respective businesses or to own orcontrol any of their respective assets (including shares or other securities (orthe equivalent) in TV Corp or any other member of the wider TV Corp Group) orproperties or any part thereof in each case in a manner or to an extent which ismaterial in the context of the wider Tinopolis Group taken as a whole and/or thewider TV Corp Group taken as a whole (as the case may be); (iv) save pursuant to the Offer or Part XIIIA of the Act require any member ofthe wider TV Corp Group or the wider Tinopolis Group to acquire or to offer toacquire any shares or other securities (or the equivalent) owned by any thirdparty in any member of the TV Corp Group (other than TV Corp) or to sell oroffer to sell any shares or other securities (or the equivalent); (v) materially limit the ability of the wider Tinopolis Group or of any memberof the wider Tinopolis Group to conduct or integrate or co-ordinate itsbusiness, or any part of it, with the businesses or any part of the businessesof the wider TV Corp Group or of any member of the wider TV Corp Group in amanner which is material in the context of the wider Tinopolis Group or thewider TV Corp Group (as the case may be) taken as a whole; (vi) result in any member of the wider Tinopolis Group or any member of thewider TV Corp Group ceasing to be able to carry on business under any name whichit presently does so which is material in the context of the wider TinopolisGroup or the wider TV Corp Group (as the case may be) taken as a whole; (vii) otherwise materially and adversely affect the business, assets, profits,financial or trading position or prospects of any member of the wider TV CorpGroup or any member of the wider Tinopolis Group; or (viii) impose any limitation on or result in a material delay in the ability ofany member of the wider Tinopolis Group to acquire or hold or exerciseeffectively, directly or indirectly, all or any rights of ownership in respectof shares or loans or securities convertible into shares or the equivalent inany member of the wider TV Corp Group or to exercise management control over anysuch member, and all applicable waiting and other time periods during which anyRelevant Authority could decide to take, institute, implement or threaten anysuch action, suit, proceedings, investigation or enquiry having expired or beenterminated; 6. All authorisation, orders, recognitions, grants, consents, licences,confirmations, clearances, certificates, permissions and approvals('Authorisations') necessary for or in respect of the Offer or the acquisitionor proposed acquisition of any shares or other securities in or control of TVCorp or any other member of the wider TV Corp Group by Tinopolis or the carryingon by any member of the wider TV Corp Group of its business having been obtainedin terms and in a form reasonably satisfactory to Tinopolis from all RelevantAuthorities and/or (where relevant and without prejudice to the foregoing) fromany person or bodies with whom any member of the wider TV Corp Group has enteredinto contractual arrangements and such Authorisations together with all materialAuthorisations necessary to carry on the business of each member of the wider TVCorp Group remaining in full force and effect and there being no intimation ofany intention to revoke or not renew any of them (in each case where the absenceof such Authorisations might have a material adverse effect on the wider TV CorpGroup taken as a whole) and in relation thereto all necessary statutory orregulatory obligations in connection with the Offer in any jurisdiction havingbeen complied with; 7. All notifications, applications and filings which are necessary having beenmade, all appropriate waiting and other time periods (including extensions ofsuch waiting and other time periods) under any applicable legislation orregulation of any relevant jurisdiction having expired, lapsed or beenterminated (as appropriate) and all necessary statutory or regulatoryobligations in any jurisdiction having been complied with in each case inconnection with the Offer or the acquisition or proposed acquisition of anyshares or other securities in, or control of, TV Corp or any member of the widerTV Corp Group by any member of the wider Tinopolis Group where, in each case,the absence of such compliance might have a material and adverse affect on thebusiness of any member of the wider Tinopolis Group or the wider TV Corp Group; 8. Save as disclosed in the interim report of TV Corp for the six months ended30 June 2005, or as otherwise publicly announced by TV Corp (by the delivery ofan announcement to a Regulatory Information Service) prior to the date of thisAnnouncement or as otherwise fairly disclosed in writing to Tinopolis or itsadvisers prior to date hereof ('Disclosed'): (i) no member of the wider TV Corp Group having declared, paid or made orproposed the declaration, paying or making of any dividend, bonus or otherdistribution (whether payable in cash or otherwise) in respect of any of itsshare capital other than distributions by any wholly-owned subsidiaries of TVCorp; (ii) no member of the wider TV Corp Group having (save as between TV Corp andwholly-owned subsidiaries of TV Corp or between wholly-owned subsidiaries of TVCorp ('intra-TV Corp Group transactions') or upon any exercise of optionsgranted before the time of this announcement under the TV Corp Share OptionSchemes) issued, or authorised or proposed the issue or grant of, additionalshares of any-class or securities convertible into or rights, warrants oroptions to subscribe for or acquire any such shares or convertible securities orredeemed, repaid or reduced any part of its share capital; (iii) no member of the wider TV Corp Group having issued, or proposed the issueof, or make any change in or to, any debentures or, save in the ordinary courseof business, incurred or increased any indebtedness or liability (actual orcontingent) of an aggregate amount which is material in the context of the TVCorp Group taken as a whole; (iv) there having been no adverse change in the business, assets, financial ortrading position or profits or prospects of any member of the wider TV CorpGroup which in any such case is material in the context of the wider TV CorpGroup taken as a whole; (v) save for intra TV Corp Group transactions, no member of the wider TV CorpGroup having merged with any body corporate, partnership or business or acquiredor disposed of or transferred, mortgaged or charged or created any securityinterest over (in either case otherwise than in the ordinary course of trading)any assets or any right, title or interest in any assets (including shares insubsidiaries, associates and trade investments) or made any change in its shareor loan capital, or authorised or proposed or announced any intention to proposeany of the foregoing which in any case is material in the context of the widerTV Corp Group taken as a whole; (vi) no litigation or arbitration proceedings, prosecution or other legalproceedings having been instituted or threatened or remaining outstandingagainst or in respect of any member of the wider TV Corp Group in each case toan extent which is material in the context of the wider TV Corp Group taken as awhole; (vii) no member of the wider TV Corp Group having entered into, varied orauthorised any material contract, transaction, arrangement or commitment(whether in respect of capital expenditure or otherwise material) which is notin the ordinary course of business or is of a long-term, onerous or unusualnature or which involves or could involve an obligation or restriction of anature or magnitude which is material in the context of the wider TV Corp Grouptaken as a whole; (viii) save in the ordinary course of business no member of the wider TV CorpGroup having mortgaged, charged, encumbered or created any other securityinterest over the whole or any material part of the business, property or assetsof any such member which in any case is material in the context of the wider TVCorp Group taken as a whole; (ix) no member of the wider TV Corp Group having entered into or made any offer(which remains open for acceptance) to enter into or announced its intention toenter into or varied the terms of any contract, agreement or arrangement withany of the TV Corp Directors or permitted a variation in the terms or rulesgoverning the TV Corp Share Option Schemes; (x) no member of the wider TV Corp Group having taken any corporate action forits winding-up, dissolution or authorisation or for the appointment of areceiver, administrator, administrative receiver or similar officer or had anysuch person appointed or been unable or admitted in writing that it is unable topay its debts or having stopped or suspended (or threatened to stop or suspend)payment of its debts generally or ceased or threatened to cease carrying on allor substantial part of any of its business; (xi) no member of the wider TV Corp Group having made any alteration to itsmemorandum or articles of association which is material in the context of theOffer; (xii) no member of the wider TV Corp Group having waived or compromised anyclaim which is material in the context of the wider TV Corp Group taken as awhole; (xiii) no member of the wider TV Corp Group having implemented, authorised,proposed or announced its intention to implement any reconstruction,amalgamation, scheme, commitment or other transaction or arrangement other thanin the ordinary course of business which is material in the context of theOffer; (xiv) no member of the wider TV Corp Group having made or agreed or consented toany significant change to the terms of the trust deeds constituting the schemesestablished for its directors and/or employees and/or their dependents or to thebenefits which accrue, or to the pensions which are payable, thereunder, or tothe basis on which qualification for or accrual or entitlement to such benefitsor pensions are calculated or determined or to the basis upon which theliabilities (including pensions) of such pension schemes are funded or made, oragreed or consented to any change to the trustees involving the appointment of atrust corporation and which in any such case is material in the context of thewider TV Corp Group taken as a whole; (xv) no contingent or other liability having arisen or become apparent toTinopolis, which might reasonably be expected to have a material adverse effecton the wider TV Corp Group taken as a whole; (xvi) no steps having been taken which are likely to result in the withdrawal,cancellation, termination or modification of any material licence or permit heldby any member of the wider TV Corp Group which is necessary for the propercarrying on of the business of the wider TV Corp Group taken as a whole; (xvii) no member of the wider TV Corp Group having proposed or entered into anyagreement, arrangement or commitment with respect to any of the transactions orevents referred to in this paragraph 8; and (xviii) no member of the wider TV Corp Group having passed any resolution ingeneral meeting to sanction, approve, or implement any such issue, merger,demerger, acquisition, disposal, change, transaction, contract or commitment asis referred to in this paragraph 8. 9. Save as Disclosed (as defined in paragraph 8 above) there being no provisionof any arrangement, agreement, lease, licence, permit or other instrument towhich any member of the wider TV Corp Group is a party or by or to which anysuch member or any of its assets is or may be bound, entitled orsubject and which, in consequence of the making of the Offer or the acquisitionor proposed acquisition by Tinopolis or any member of the wider Tinopolis Groupof TV Corp Shares or change in control or management of any member of the widerTV Corp Group could result in (to an extent which is material in the context ofthe wider TV Corp Group taken as a whole): (i) any monies borrowed by or other indebtedness or liabilities (actual orcontingent) of, or grant available to any member of the wider TV Corp Groupbecoming repayable or capable of being declared repayable immediately or priorto their or its stated maturity or repayment date in such agreement,arrangement, lease, licence, permit or instrument or the ability of any suchmember to borrow monies or to incur any indebtedness being withdrawn orinhibited or being withdrawn or materially inhibited; (ii) the creation or enforcement of any mortgage, charge or other securityinterest having occurred or arisen over the whole or any part of the business,property, assets or interests of any member of the wider TV Corp Group or anysuch mortgage, charge or other security (whenever arising or having arisen)becoming enforceable; (iii) any such arrangement, agreement, lease, licence, permit or otherinstrument, or the rights, liabilities, obligations or interests of any memberof the wider TV Corp Group thereunder, being, terminated or adversely modifiedor affected or any adverse action being taken or any onerous obligation orliability thereunder; (iv) any assets, property or interests of the wider TV Corp Group being orfalling to be disposed of or charged or ceasing to be available to any member ofthe wider TV Corp Group or any right arising under which any such asset orinterest could be required to be disposed of or charged, or could cease to beavailable to any member of the wider TV Corp Group otherwise than in theordinary course of business; (v) the rights, liabilities, obligations, mortgage, charge or other interests ofany member of the wider TV Corp Group under any such arrangement, agreement,lease, licence, permit or other instrument in or with any person, firm or body,or the business of any member of the wider TV Corp Group with any person firm orbody (or any arrangements relating to such interest a business), beingterminated, or adversely modified or affected; (vi) the creation of any liability, actual or contingent, by any member of thewider TV Corp Group otherwise than in the ordinary course of business; or (vii) any change in or effect on the ownership or use of any intellectualproperty rights owned or used by members of the wider TV Corp Group; and (viii) no event having occurred which, under any provision of any agreement,arrangement, lease, licence, permit or other instrument to which any member ofthe wider TV Corp Group is party or by or to which any such member or any of itsassets may be bound, entitled or subject, is reasonably likely to result in anyof the events or circumstances as are referred to in sub-paragraphs (i) to (vii)of this paragraph 9. 10. Tinopolis not having discovered: (i) that any financial or business or other information concerning the wider TVCorp Group which has been disclosed at any time by or on behalf of any member ofthe TV Corp Group whether publicly, to any member of the Tinopolis Group orotherwise is materially misleading, contains a material misrepresentation offact or omits to state a fact necessary to make the information containedtherein not materially misleading; (ii) that any member of the wider TV Corp Group is subject to any liability,contingent or otherwise, which is not disclosed in the Annual Report andAccounts of TV Corp for the financial year ended 31 December 2004 or its interimresults for the 6 months ended 30 June 2005 and which is material in the contextof the TV Corp Group taken as a whole; (iii) that any information exists which materially affects (in the context ofthe wider TV Corp Group taken as a whole) the import of any informationdisclosed at any time by or on behalf of any member of the wider TV Corp Group;or (iv) that circumstances exist which are likely to result in any actual orcontingent material liability of any member of the wider TV Corp Group under anyapplicable legislation to impose, or modify existing or install new plant,machinery or equipment or to carry out any changes in the processes currentlycarried out. 11. Tinopolis not having discovered that save as Disclosed (as defined inparagraph 8 above): (i) any past or present member of the wider TV Corp Group has not complied withany applicable legislation or regulations of any relevant jurisdiction withregard to the use, treatment, handling, storage, transport, release, disposal,discharge, spillage, leak or emission of any waste or hazardous substance or anysubstance likely to impair the environment or harm human health, or otherwiserelating to environmental matters or the health and safety of any person, animalor creature, or that there has otherwise been any such use, treatment, handling,storage, transport, release, disposal, discharge, spillage, leak or emission(whether or not this constituted a non-compliance by any person with anylegislation or regulations and wherever the same may have taken place) which, inany case, would be likely to give rise to any liability (whether actual orcontingent, civil or criminal) or cost on the part of any member of the wider TVCorp Group which in any case is material in the context of the wider TV CorpGroup taken as a whole; (ii) there is, or is likely to be, any liability, whether actual or contingent,to make good, alter, improve, repair, reinstate, clean up or otherwise assumeresponsibility for any property now or previously owned, occupied, made use ofor in respect of which a guarantee or other similar obligation has been assumedby any past or present member of the wider TV Corp Group or any other propertyor clean up any controlled waters or other pollution caused by its occupation orcontrol of any such property under any environmental legislation, regulation,notice, circular, order or other lawful requirement of any relevant authority orthird party or otherwise which in any such case is material in the context ofthe wider TV Corp Group taken as a whole; or (iii) circumstances exist whereby a person or class of persons would be likelyto have a claim in respect of any product or service or process of manufactureor materials used therein now or previously manufactured, sold or carried out orprovided by any past or present member of the wider TV Corp Group which is orwould be material in the context of the wider TV Corp Group taken as a whole. Subject to the requirements of the Panel, Tinopolis reserves the right (butshall be under no obligation) to waive, in whole or in part, all or any of theabove conditions apart from the conditions set out in paragraphs 1 to 3(inclusive). 'The wider TV Corp Group' means TV Corp and its subsidiary undertakings,associated undertakings and any other undertakings in which TV Corp and suchundertakings (aggregating their interests) have a substantial interest and 'thewider Tinopolis Group' means Tinopolis and its subsidiary undertakings,associated undertakings and any other undertaking in which Tinopolis and suchundertakings (aggregating their interests) have a substantial interest and, forthe purpose of the conditions set out in Appendix I, 'parent undertaking', 'subsidiary undertaking', 'associated undertaking' and 'undertaking' have themeanings given by the Act (but for this purpose ignoring paragraph 20(1)(b) ofSchedule 4A to the Act) and 'substantial interest' means a direct or indirectinterest in 20 per cent. or more of the equity share capital of an undertaking. Conditions set out in paragraphs 4 to 11 (inclusive) must be fulfilled or waivedor, where appropriate, have been determined by Tinopolis to be or to remainsatisfied by midnight on the 21st day after the later of the first closing dateof the Offer and the date on which the condition set out in paragraph 1 isfulfilled (or in each such case such later date as the Panel may agree).Tinopolis shall be under no obligation to waive or treat as satisfied any of theconditions set out in paragraphs 4 to 11 (inclusive) by a date earlier than thelatest date specified above for the satisfaction thereof, notwithstanding thatthe other conditions of the Offer may at such earlier date have been waived orfulfilled and that there are at such earlier date no circumstances indicatingthat any of such conditions may not be capable of fulfillment. If Tinopolis isrequired by the Panel to make an offer for TV Corp Shares under the provisionsof Rule 9 of the City Code, Tinopolis may make such alterations to any of theabove conditions as are necessary to comply with the provisions of that Rule.The Offer will lapse if the Acquisition is referred to the CompetitionCommission before 1.00pm on the first closing date of the Offer or before 1.00pmon the date on which the Offer becomes or is declared unconditional as toacceptances, whichever is the later. If the Offer lapses, the Offer will ceaseto be capable of further acceptance and persons accepting the Offer andTinopolis shall thereupon cease to be bound by acceptances delivered on orbefore the date on which the Offer so lapses. Part B: Further terms of the Offer Except with the consent of the Panel, the Offer will lapse unless all theconditions relating to the Offer have been fulfilled or (if capable of waiver)waived, or, where appropriate, have been determined by Tinopolis to be, andcontinue to be, satisfied by midnight on the date which is 60 days after theposting of the Offer Document or by midnight on the date which is 21 days afterthe date on which the Offer becomes unconditional as to acceptances, whicheveris the later, or such later date as Tinopolis, with the consent of the Panel,may decide. If the Offer lapses, it will cease to be capable of further acceptance andaccepting TV Corp Shareholders, Tinopolis and Winghaven Partners will cease tobe bound by the Forms of Acceptance submitted before the time the Offer lapses. The Offer will extend to all TV Corp Shares whilst the Offer remains open foracceptance. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the Relevant Jurisdictions. Persons who are notresident in the United Kingdom should inform themselves about and observe anyapplicable requirements in any other jurisdiction. The Offer is not being made directly or indirectly in or into the United States,Australia, Canada, the Republic of Ireland, South Africa or Japan. Accordingly,copies of the Offer Document are not being, and must not be, mailed or otherwisedistributed, sent in or into or from the United States, Australia, Canada theRepublic of Ireland, South Africa or Japan. The Offer will comply with the applicable rules and regulations of the UnitedKingdom and the provisions of the City Code. The Offer and any acceptances underit are governed by English law and are subject to the jurisdiction of the courtsof England and Wales. APPENDIX II Definitions In this Announcement the following terms and expressions have the followingmeanings unless the context requires otherwise: 'Acquisition' the proposed acquisition of TV Corp by Tinopolis to be effected bymeans of the Offer 'Act' the Companies Act 1985, as amended 'Admission' admission of the New Tinopolis Shares and re-admission of theExisting Ordinary Shares to trading on AIM becoming effective in accordance withthe AIM Rules 'AIM' the AIM market operated by the London Stock Exchange 'AIM Rules' the rules of the London Stock Exchange governing the admission toand operation of AIM 'Announcement' means this announcement in accordance with Rule 2.5 of the CityCode that the Tinopolis Board (via its advisers) has a firm intention to makethe Offer 'Australia' means the Commonwealth of Australia, its states, territories and allareas subject to its jurisdiction or any political subdivision of it 'Business Day' a day (other than a Saturday or Sunday) on which clearing banksare generally open for usual business in the City of London 'Canada' means Canada, its provinces and territories and all areas subject toits jurisdiction or any political subdivision of it 'Capita' Capita IRG plc 'Circular' the document containing the notice of EGM to be sent to TinopolisShareholders 'City Code' The City Code on Takeovers and Mergers 'Closing Price' means the middle market quotation for the relevant share on theclose of trading on the Daily Official List on the relevant date 'Company' or 'Tinopolis' Tinopolis plc, including its predecessor entity wherethe context requires 'Daily Official List' means the Daily Official List of the London Stock Exchange 'EGM' or 'Extraordinary the extraordinary general meeting of the TinopolisShareholders to beGeneral Meeting' convened in due course (or any adjournment thereof) 'Enlarged Group' the Tinopolis Group immediately after the Offer becomes, or isdeclared, unconditional in all respects, including the TV Corp Group 'Enlarged Issued Share the issued ordinary share capital of Tinopolis asenlarged by the issue of theCapital' New Tinopolis Shares (assuming full acceptance of the Offer and withouttaking into account any shares to be issued on the exercise of options under theTV Corp Share Option Schemes and/or options over Tinopolis Shares) 'Existing Ordinary Shares' means the existing unconditionally allotted or issuedand fully paid ordinary shares of 2 pence each in the capital of Tinopolis andany further such shares which may be issued or unconditionally allotted andfully paid prior to the time and date on which the Offer closes or by suchearlier date and time as Tinopolis may, subject to the City Code, decide 'Form of Acceptance' means the form of acceptance and authority relating to theOffer and accompanying the Offer Document 'FSA' the Financial Services Authority, acting in its capacity as competentauthority in the United Kingdom pursuant to Part VI of FSMA 'FSMA' Financial Services and Markets Act 2000 (as amended) 'Japan' means Japan, its provinces and territories and all areas subject to itsjurisdiction or any political subdivision of it 'London Stock Exchange' London Stock Exchange plc 'New Tinopolis Shares' up to 72,080,648 new Ordinary Shares to be issued byTinopolis pursuant to the Offer 'Offer' the proposed all share offer to be made by Winghaven Partners on behalfof Tinopolis, on the terms and subject to the conditions to be set out in theOffer Document and the Form of Acceptance, to acquire all of the TV Corp Shares(including, where the context so requires, any subsequent revision, variation,extension or renewal of such offer) 'Offer Document' the document in a form consistent with the requirements of theCity Code and containing information equivalent to that of a prospectus for thepurposes of the Rule 1.2.2R(2) of the Prospectus Rules proposed to be sent to TVCorp Shareholders and to Tinopolis Shareholders containing, amongst otherthings, the Offer and details relating to the re-admission of the EnlargedIssued Share Capital to AIM 'Ordinary Shares' or ordinary shares of 2 pence each in the capital of theCompany'Tinopolis Shares' 'Panel' or 'Takeover Panel' The Panel on Takeovers and Mergers 'Panmure Gordon' Panmure Gordon (Broking) Ltd, Tinopolis' nominated adviser andbroker 'Prospectus Rules' the rules made by the FSA pursuant to section 84(1) of FSMAfor the purposes of Part VI of FSMA in relation to offers of securities to thepublic 'Resolutions' the resolutions to the passed by the Tinopolis Shareholders at theEGM approving the acquisition and such further resolutions as are necessary togive effect to the Offer 'Tinopolis Directors' or means the directors of Tinopolis being O G R Jones, W ARees, A Mair'Tinopolis Board' and R C Davies 'TV Corp' The Television Corporation plc 'TV Corp Directors' means the directors of TV Corp being T Chandos, J Foulser, ABrann, G Carey, M Gardiner, P Salmon, K Brown and R Chovil 'TV Corp Group' TV Corp and its Subsidiaries and/or (where the context requires)one or more others 'TV Corp Shareholders' holders of TV Corp Shares 'TV Corp Share Option TV Corp's Long Term Incentive Plan and 1998 Share OptionSchemeSchemes' 'TV Corp Share(s)' means the existing unconditionally allotted or issued andfully paid ordinaryshares of 5 pence each in the capital of TV Corp and any further such shareswhich may be issued or unconditionally allotted and fully paid prior to the timeand date on which the Offer closes or by such earlier date and time as Tinopolismay, subject to the City Code, decide 'Republic of Ireland' means the Republic of Ireland, its provinces andterritories and all areas subject to its jurisdiction or any politicalsubdivision of it 'South Africa' means South Africa, its provinces and territories and all areassubject to its jurisdiction or any political subdivision of it 'Subsidiary' a subsidiary undertaking, as defined by section 258 of the Act 'UK' or 'United Kingdom' the United Kingdom of Great Britain and NorthernIreland 'United States' means the United States of America, its territories andpossessions, all areas subject to its jurisdiction or any political subdivisionthereof, any state of the United States of America and the District of Columbia 'Winghaven Partners' Winghaven Partners Ltd, Tinopolis' financial adviser All times referred to in this document are London times. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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