21st Nov 2005 10:32
Tinopolis PLC21 November 2005 To replace previous announcement number 4055U, 3 words added which are offer in third paragraph and (closing price) in last paragraph FOR IMMEDIATE RELEASE 21 NOVEMBER 2005 TINOPOLIS PLC (the "Company") CLARIFICATION ON IRREVOCABLE UNDERTAKINGS Further to its announcement on 10 November 2005 (the "Announcement") with theterms of an offer to be made by Winghaven Partners for the entire issued and tobe issued ordinary share capital of The Television Corporation Plc ("TV Corp")(the "Offer") and to its announcement on 16 November 2005 containing an updateon irrevocable undertakings, the Company wishes to clarify the terms of theirrevocable undertakings given by certain shareholders. The irrevocable undertakings to accept or procure acceptance of the offer givenby Talpa Beheer B.V. in respect of 6,228,935 TV Corp shares representingapproximately 14.95 per cent of existing issued TV Corp shares and BroadcastCommunications Limited in respect of 5,002,178 TV Corp shares representingapproximately 12.0 per cent of existing issued TV Corp shares will cease to bebinding only: a) if the offer document has not been posted to TV Corp shareholders within 28 days of the Announcement; or b) in the event of an announcement of a third party offer representing at least a 10% premium to the value of the Offer. In this context, "announcement of a third party offer" means an announcement inaccordance with Rule 2.5 of the City Code that a third party has a firmintention to make on offer for TV Corp. In this context, the "value of the Offer" means approximately £36.4 million, orapproximately 87.4 pence per TV Corp share, based on the middle market quotation(closing price) of 50.5 pence per Tinopolis share on 9 November 2005 as outlinedin the Announcement. As such, the irrevocable undertakings would cease to bebinding upon announcement of a third party offer in excess of 96.1 pence per TVCorp share in cash and/or shares. If in shares, any reference to the value of anoffer would be based on the middle market quotation (closing price) of theofferor on the last trading day prior to an announcement. --ENDS-- Enquiries: Winghaven Partners Ltd 020 7201 8899Will IselinRob Edgell Media Enquiries:Mantra PR 020 7907 7800Nick BishopLawrence Dore Notes to Editors: Tinopolis is one of the United Kingdom's leading independent televisionproduction companies. Established in 1990 and based in Llanelli, Tinopolis is amajor player in the regional television market producing approximately 640 hoursof television programming in 2004 for the Welsh channel, S4C, as well asprogrammes for a number of other broadcasters. Tinopolis is currently rankedBritain's fourth largest independent television producer based outside London.Tinopolis also provides creative and technical interactive services forgovernment and many public authorities in the UK and corporate organisationsworldwide. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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