RNS Number:8509D
Optimisa PLC
14 September 2007
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR
JAPAN OR ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION
14 SEPTEMBER 2007
RECOMMENDED CASH OFFER
by
NOBLE & COMPANY LIMITED
on behalf of
OPTIMISA PLC
for the entire issued and to be issued share capital of
EQ GROUP PLC
and
PROPOSED PLACING BY OPTIMISA PLC TO RAISE APPROXIMATELY #7.8 MILLION
Summary
* The Boards of Optimisa and eq are pleased to announce the terms of a
recommended cash offer, to be made by Noble on behalf of Optimisa, to
acquire the entire issued and to be issued share capital of eq.
* Under the terms of the Offer, eq Shareholders will receive 72 pence in
cash for each eq Share held.
* The Offer values the entire existing issued and to be issued share capital
of eq at approximately #6.4 million, assuming that there will be no exercise
of any of the outstanding eq Options as the lowest exercise price of any of
the outstanding eq Options is higher than 72 pence.
* The Offer is to be funded through a conditional placing by Optimisa to
raise #7.8 million (before expenses). The Placing is being undertaken at
1300 pence per Placing Share.
* The Offer represents a premium of approximately 22.0 per cent. to the
Closing Price of 59 pence per eq Share on 13 September 2007, being the last
Business Day prior to this announcement, and a premium of approximately 71.4
per cent. to the Closing Price of 42 pence per eq Share on 3 September 2007,
being the last Business Day prior to the commencement of the Offer Period.
* The Offer will be conditional upon, inter alia, the passing, without
amendment, of the Offer Resolutions to be proposed at the Optimisa EGM and
the admission of the Placing Shares to trading on AIM.
* The eq Directors, who have been so advised by Evolution Securities,
consider the terms of the Offer to be fair and reasonable. In providing
advice to the eq Directors, Evolution Securities has taken into account the
commercial assessments of the eq Directors.
* The eq Directors intend unanimously to recommend the Offer and have
irrevocably undertaken to accept, or procure (or use reasonable endeavours
to procure) the acceptance of, the Offer in respect of their own beneficial
holdings and other interests, which amount, in aggregate, to 44,824 eq
Shares, representing approximately 0.51 per cent. of the existing issued
share capital of eq. In addition, Optimisa has received irrevocable
undertakings from certain other eq Shareholders to accept the Offer in
respect of a total of 6,993,697 eq Shares, representing, in aggregate,
approximately 78.84 per cent. of eq's existing issued share capital.
Optimisa has therefore received irrevocable undertakings to accept the Offer
in respect of a total of 7,038,521 eq Shares, representing, in aggregate,
approximately 79.35 per cent. of eq's existing issued share capital.
* The Offer is in line with Optimisa's strategy of growth through a
combination of acquisitions and organic growth within its subsidiary
companies. The Optimisa Directors believe that the acquisition of eq will
complement Optimisa's existing activities in the market research, strategy
development and data analysis areas.
* Noble is acting as financial adviser to Optimisa and, with effect from
today, has been appointed as nominated adviser and broker to Optimisa.
Evolution Securities is acting as financial adviser to eq.
* The resolutions to be proposed at the Optimisa EGM will include a
resolution to sub-divide each existing Optimisa Ordinary Share into six
ordinary shares of 25p each.
Ron Littleboy, Non-Executive Chairman of Optimisa commented:
"We consider that the combination of Optimisa and eq will provide the platform
for us to continue the momentum we have created in recent years. We have been
looking for a business combination that will significantly enhance the size and
prospects of Optimisa. We believe that the acquisition of eq will be earnings
enhancing in its first full financial year of ownership."
Bob Bond, Chief Executive of eq commented:
"I have been proud to lead eq since its admission to AIM in May 2000. The offer
from Optimisa represents a significant premium to eq's current share price and
will create an enlarged group with an increased client base. I therefore intend
to recommend that all eq shareholders accept the Offer."
This summary should be read in conjunction with the full text of this
announcement and the Appendices. Appendix I sets out the conditions and
principal further terms of the Offer. Appendix II sets out details of the
irrevocable undertakings to accept, or procure (or use reasonable endeavours to
procure) acceptance of, the Offer given by certain eq Shareholders to Optimisa.
Appendix III contains source notes relating to certain information contained in
this announcement. Certain terms used in this announcement (including the
summary) are defined in Appendix IV to this announcement.
The Offer Document and Form of Acceptance will be posted to eq Shareholders as
soon as practicable and in any event within 28 days from the date of this
announcement. The circular convening the Optimisa EGM will be posted to
Optimisa Shareholders as soon as practicable.
Enquiries:
Optimisa plc +44 (20) 7960 3320
Ron Littleboy, Non-Executive Chairman
Noble & Company Limited (financial adviser and broker to Optimisa) +44 (20) 7763 2200
Nick Naylor
Brian Stockbridge
eq group plc +44 (0) 7747 032 478
Bob Bond, Chief Executive
Evolution Securities Limited (financial adviser and broker to eq) +44 (0) 113 243 1619
Joanne Lake
Noble & Company Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Optimisa plc and
no one else in connection with the Offer and will not be responsible to anyone
other than Optimisa plc for providing the protections afforded to customers of
Noble & Company Limited nor for providing advice in relation to the Offer or any
matter referred to herein.
Evolution Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for eq group
plc and no one else in connection with the Offer and will not be responsible to
anyone other than eq group plc for providing the protections afforded to
customers of Evolution Securities Limited nor for providing advice in relation
to the Offer or any matter referred to herein.
This announcement is not intended to, and does not constitute or form any part
of, an offer or an invitation to purchase any securities or the solicitation of
an offer to purchase any securities in any jurisdiction pursuant to the Offer or
otherwise. The Offer will be made solely through the Offer Document and (in
relation to eq Shares in certificated form) the Form of Acceptance, which will
together contain the full terms and conditions of the Offer, including details
of how to accept the Offer. Any acceptance or other response to the Offer
should be made only on the basis of the information contained in the Offer
Document and (in relation to eq Shares in certificated form) the Form of
Acceptance.
The Offer will not be made, directly or indirectly, in or into and will not be
capable of acceptance in or from the USA, Canada, Australia, Japan or any other
Restricted Jurisdiction. Accordingly, copies of this announcement are not being,
and must not be, mailed or otherwise forwarded, distributed or sent in or into
or from the USA, Canada, Australia, Japan or any other Restricted Jurisdiction.
Custodians, nominees and trustees should observe these restrictions and should
not send or distribute copies of this announcement in or into the USA, Canada,
Australia, Japan or any other Restricted Jurisdiction.
The laws of relevant jurisdictions may affect the availability of the Offer to
persons not resident in the United Kingdom. Persons who are not resident in the
United Kingdom, or who are subject to the laws of any jurisdiction other than
the United Kingdom, should inform themselves about and observe any applicable
legal and regulatory requirements. Further details in relation to overseas eq
Shareholders will be contained in the Offer Document.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in one per cent. or more of any class of
'relevant securities' of eq, all 'dealings' in any 'relevant securities' of eq
(including by means of an option in respect of, or a derivative referenced to,
any such 'relevant securities') must be publicly disclosed by no later than 3.30
pm (London time) on the London business day following the date of the relevant
transaction. This requirement will continue until the date on which the Offer
becomes, or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the 'offer period' otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an 'interest' in 'relevant securities' of eq, they will be
deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of eq by Optimisa or eq, or by any of their respective 'associates',
must be disclosed by no later than 12.00 noon (London time) on the London
business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR
JAPAN OR ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION
14 SEPTEMBER 2007
RECOMMENDED CASH OFFER
by
NOBLE & COMPANY LIMITED
on behalf of
OPTIMISA PLC
for the entire issued and to be issued share capital of
EQ GROUP PLC
and
PROPOSED PLACING BY OPTIMISA PLC TO RAISE APPROXIMATELY #7.8 MILLION
1. Introduction
The Boards of eq and Optimisa announce that they have reached agreement on the
terms of a recommended cash offer, to be made by Noble on behalf of Optimisa,
for the entire issued and to be issued share capital of eq.
The Offer will be made on the basis of 72 pence in cash for every eq Share. The
Offer values the entire existing issued and to be issued share capital of eq at
approximately #6.4 million, assuming there will be no exercise of any of the
outstanding eq Options as the lowest exercise price of any of the outstanding eq
Options is higher than 72 pence. The Offer is to be funded through a conditional
Placing by Optimisa of 600,000 Placing Shares at 1300p per Placing Share to
raise #7.8 million (before expenses).
The Offer will be conditional upon, inter alia, the passing, without amendment,
of the Offer Resolutions to be proposed at the Optimisa EGM and the admission of
the Placing Shares to trading on AIM. Details of the conditions to the Offer
and the principal further terms of the Offer are set out in Appendix I to this
announcement.
In addition to the Offer Resolutions, the resolutions to be proposed at the
Optimisa EGM will include a resolution to sub-divide each existing Optimisa
Ordinary Share into six ordinary shares of 25p each.
It is anticipated that the Offer Document will be despatched to eq Shareholders
as soon as practicable but in any event within 28 days of this announcement.
2. Recommendation
The eq Directors, who have been so advised by Evolution Securities, consider the
terms of the Offer to be fair and reasonable. In providing advice to the eq
Directors, Evolution Securities has taken into account the commercial
assessments of the eq Directors.
Accordingly, the eq Directors intend unanimously to recommend that eq
Shareholders accept the Offer, as they have irrevocably undertaken to do, or
procure (or use reasonable endeavours to procure) to be done, in respect of
their own beneficial holdings and other interests, which amount, in aggregate,
to 44,824 eq Shares, representing approximately 0.51 per cent. of the existing
issued share capital of eq. These undertakings will cease to be binding only if
the Offer lapses or is withdrawn or if the eq Directors recommend a higher
competing offer of more than 74 pence per eq Share.
3. Terms of the Offer
Under the Offer, which will be subject to the terms and conditions set out below
and in Appendix I to this announcement and to the full terms and conditions to
be set out in the Offer Document and, in the case of eq Shares held in
certificated form, the Form of Acceptance, eq Shareholders will receive:
72 pence in cash for each eq Share
The Offer values the existing issued and to be issued share capital of eq at
approximately #6.4 million, assuming that there will be no exercise of any of
the outstanding eq Options as the lowest exercise price of any of the
outstanding eq Options is higher than 72 pence.
The amount eq Shareholders will receive under the Offer represents a premium of
approximately 22.0 per cent. to the Closing Price of 59 pence per eq Share on 13
September 2007, being the last Business Day prior to this announcement, and a
premium of approximately 71.4 per cent. to the Closing Price of 42 pence per eq
Share on 3 September 2007, being the last Business Day prior to the commencement
of the Offer Period.
eq Shares will be acquired fully paid, with full title guarantee and free from
all liens, charges, equitable interests, encumbrances, rights of pre-emption and
other third party rights or interests, together with all rights attaching
thereto, including without limitation the right to receive all dividends and
other distributions (if any) announced, declared, made or paid hereafter.
4. Irrevocable undertakings to accept the Offer
Optimisa has received irrevocable undertakings to accept, or procure (or use
reasonable endeavours to procure) the acceptance of, the Offer in respect of a
total of 7,038,521 eq Shares representing, in aggregate, approximately 79.35 per
cent. of eq's existing issued share capital, as follows:
(a) the eq Directors have irrevocably undertaken to accept, or procure
(or use reasonable endeavours to procure) the acceptance of, the Offer in
respect of their beneficial holdings and other interests which amount to, in
aggregate, 44,824 eq Shares, representing, in aggregate, approximately 0.51 per
cent. of the existing issued share capital of eq. These irrevocable
undertakings also include eq Shares that may be issued to, or acquired by, the
eq Directors pursuant to the terms of the eq Share Option Schemes; and
(b) Optimisa has also received irrevocable undertakings from certain
other eq Shareholders to accept, or procure the acceptance of, the Offer in
respect of, in aggregate, a further 6,993,697 eq Shares, representing
approximately 78.84 per cent. of the existing issued ordinary share capital of
eq.
These irrevocable undertakings will cease to be binding only if the Offer lapses
or is withdrawn or if the eq Directors recommend a higher competing offer of
more than 74 pence. Further details of these irrevocable undertakings are set
out in Appendix II to this announcement.
5. Background to and reasons for the Offer
The Optimisa Directors consider that eq's two established quantitative and
qualitative research companies, Quaestor Research & Marketing Strategists
Limited and Buckingham Research Associates Limited, will complement the existing
Optimisa Group. Optimisa has a stated policy to seek acquisitions which will be
earnings enhancing in their first full financial year of ownership and the Board
of Optimisa believes that the Acquisition will meet this criteria. The Board of
Optimisa also believes that there are significant operational and financial
synergies to be obtained from the Acquisition, including:
* the opportunity to cross-sell existing Optimisa Group services to
the eq group's clients;
* more efficient use of the internal resources of the enlarged
Optimisa Group to fulfil projects;
* lower central costs as a result of the elimination of duplicate
costs in eq and Optimisa;
* benefits to the eq group from the investment Optimisa has made in
group infrastructure; and
* access to talent management initiatives which may improve
retention of key staff within the eq group.
The Board of Optimisa believes that the combined group will benefit from an
enlarged client list and will have a stronger operational base in the United
Kingdom to meet its clients' business requirements on an international basis.
6. Information on eq
eq was formed in 2000 to acquire controlling interests in established businesses
that had been early adopters of, or which were capable of adopting, internet
technology. Led by Bob Bond, eq raised #3 million by way of a placing and offer
for subscription and was admitted to trading on AIM on 19 May 2000. It initially
made two internet technology based acquisitions, both of which were subsequently
disposed of, and having experienced the downturn in the technology market during
2000, the eq Directors took a decision to focus on market intelligence related
businesses. eq made its first acquisition in this area in December 2001, with
the purchase of Buckingham Research, a market research consultancy providing a
wide range of research and data modelling solutions. This was followed in
December 2002 with the acquisition of Quaestor, a business specialising in
qualitative analysis and advice on marketing strategy.
Group turnover and adjusted operating profits increased year on year from
flotation until 2005. In 2006, trading conditions became more challenging and
on 2 June 2006, eq issued an announcement stating that delays in the timing of
client activities were expected to have a significant impact on performance in
the first half of the year and consequently that full year results were expected
to be significantly below market expectations. In February 2007, eq acquired
Summit Studios, which provides viewing facilities and related services to the
market research industry. On 14 May 2007, the Board of eq announced that it was
undertaking a strategic review of the business with a view to realising
shareholder value in the short to medium term. A variety of options were
considered, including the possibility of a trade sale and in this regard a small
number of potential trade buyers were approached at that time.
On 23 August 2007 eq announced improved interim results for the six month period
ended 30 June 2007:
* turnover increased by 18% from #5.0 million to #5.9 million;
* adjusted operating profit before exceptional items and amortisation of
intangible assets increased by 43% to #720,000 from #504,000;
* adjusted basic earnings per share before exceptional items and
amortisation of intangible assets increased by 50% to 3.9p from 2.6p;
* shareholders funds stood at #2.3 million including a net debt position
of #5.8 million; and
* activity levels have reduced in the first few months of the second
half of the year as a number of clients have deferred the commissioning of work
until the fourth quarter.
7. Information on Optimisa
Optimisa is a marketing services group providing marketing consultancy and
research to its clients. The focus is on strategy consultancy based on market
research and business and market intelligence. Optimisa currently owns four
brands: KAE Marketing Intelligence, nxtMove, Andrew Irving Associates and Report
International. The most significant acquisition made to date was the reverse
takeover of KAE Marketing in May 2005. Optimisa most recently acquired Report
International in May 2007. Optimisa has a principally blue chip client base with
a strong presence in the financial services and telecommunications, media and
technology sectors.
On 21 August 2007 Optimisa announced its interim results for the six month
period ended 30 June 2007:
* turnover increased 68% from #2.8 million to #4.7 million;
* gross profit increased 60% from #2.2 million to #3.5 million;
* pre tax profit increased from #415,000 to #780,000;
* fully diluted EPS rose 61% from 45.3 pence to 72.8 pence;
* shareholders funds stood at #4.9m including a net cash position of
#1.4 million; and
* interim dividend of 10 pence (7.5 pence for the same period in 2006).
8. Management and employees
Optimisa has confirmed to the eq Directors that, on the Offer becoming or being
declared unconditional in all respects, Optimisa has no current intention to
vary the existing employment rights, including pension rights, of the eq group
employees.
9. Financing the Offer
The maximum consideration payable under the Offer is approximately #6.4 million,
assuming that there will be no exercise of any of the outstanding eq Options as
the lowest exercise price of any of the outstanding eq Options is higher than 72
pence. The Offer will be funded by the net proceeds of the Placing. Noble has
confirmed that it is satisfied that sufficient financial resources are available
to Optimisa to enable it to satisfy in full the consideration payable by
Optimisa under the terms of the Offer.
eq currently has a term loan facility of approximately #5.5 million (together
with an overdraft facility of #1.3 million) with Barclays Bank plc. Optimisa
has received written confirmation from Barclays Bank plc that the Offer will not
constitute a change of control for the purposes of the term loan provided that
Optimisa (following completion of the Offer) executes a cross guarantee in
respect of eq's existing facilities with Barclays Bank plc. Optimisa has also
signed a commitment letter and term sheet with Barclays Bank plc for new
facilities (part of which will be used to refinance the existing eq loan and
overdraft facility) amounting to #5.5 million, subject to the negotiation,
execution and delivery of, and compliance with, a facility agreement, security
and associated documentation, including the satisfaction of all conditions
precedent in such facility agreement. The Optimisa Directors expect that
Optimisa will enter into the new facility agreement, security and associated
documentation as soon as practicable following completion of the Offer and in
any event before the end of 2007.
10. The Placing
Optimisa is proposing to raise approximately #7.8 million (before expenses)
pursuant to the Placing of 600,000 Placing Shares at 1300 pence per Placing
Share. The net proceeds from the Placing will be used to fund the cash
consideration payable under the Offer. Noble, as agent for Optimisa, has
conditionally placed the Placing Shares at a price of 1300 pence per Placing
Share with institutional and other investors. The Placing is not being
underwritten.
The Placing is conditional upon, inter alia:
(a) the Offer becoming or being declared unconditional in all respects
in accordance with its terms (other than any condition relating to Admission);
(b) the passing, without amendment, of the Offer Resolutions to be
proposed at the Optimisa EGM; and
(c) Admission taking place by no later than 5.00 pm on the fifth
Business Day following the Offer becoming or being declared unconditional in all
respects (other than as regards any condition relating to Admission).
The Placing Shares to be issued pursuant to the Placing will be issued credited
as fully paid and free from all liens, equities, encumbrances and other
interests. The Placing Shares will rank pari passu in all respects with, and
have the same rights as, the existing Optimisa Ordinary Shares, including the
right to receive all future dividends and other distributions declared, made or
paid by Optimisa following their issue.
Application will be made to the London Stock Exchange for the Placing Shares to
be admitted to trading on AIM. It is expected that dealings in the Placing
Shares will commence within five business days after the date on which the Offer
becomes or is declared unconditional in all respects (other than as regards any
condition relating to Admission).
11. Optimisa EGM
The Offer will be conditional upon, inter alia, the passing, without amendment,
of the Offer Resolutions to be proposed at the Optimisa EGM.
The Optimisa Directors consider the Offer to be in the best interests of
Optimisa Shareholders as a whole and will be recommending that Optimisa
Shareholders vote in favour of the Offer Resolutions, as they and their
connected persons have irrevocably undertaken to do in respect of their own
beneficial shareholdings, which amount to 444,760 Optimisa Ordinary Shares in
aggregate, representing approximately 50.25 per cent. of the current issued
share capital of Optimisa.
In addition to the Offer Resolutions, the resolutions to be proposed at the
Optimisa EGM will include a resolution to sub-divide the existing Optimisa
Ordinary Shares into ordinary shares of 25p each, on the basis of six ordinary
shares of 25p each for each existing Optimisa Ordinary Share.
12. eq Options
The Offer will extend to any eq Shares which are unconditionally allotted or
issued and fully paid (or credited as fully paid) prior to the date on which the
Offer closes (or such earlier date(s) as Optimisa may, subject to the City Code,
decide) including any such eq Shares unconditionally allotted or issued pursuant
to the exercise of eq Options.
All of the eq Options have been granted with an exercise price in excess of 72
pence. Optimisa will not therefore be making any special proposals to the
holders of eq Options.
The Warrant Holders have confirmed that they will not exercise their rights
under the Warrants, conditional upon the Offer becoming unconditional in all
respects.
13. Disclosure of interests in eq
Neither Optimisa nor any of the Optimisa Directors nor, so far as Optimisa is
aware, any party acting in concert with Optimisa, has an interest in, or has any
right to subscribe for, any relevant securities of eq, nor are they party to any
short positions (whether conditional or absolute and whether in the money or
otherwise) relating to relevant securities of eq, including short positions
under derivatives, agreements to sell or any delivery obligations or rights to
require another person to purchase or take delivery. Neither Optimisa nor the
Optimisa Directors nor, so far as Optimisa is aware, any person acting in
concert with Optimisa, has borrowed or lent any relevant securities of eq.
14. Compulsory acquisition, cancellation of trading and re-registration
If Optimisa receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more in nominal value and of the voting rights of the
eq Shares to which the Offer relates and the Offer becomes or is declared
unconditional in all respects, Optimisa intends to exercise its rights pursuant
to Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily any
outstanding eq Shares not acquired or agreed to be acquired pursuant to the
Offer or otherwise.
Assuming that the Offer becomes or is declared unconditional in all respects,
Optimisa intends to procure the making of an application by eq to the London
Stock Exchange for the cancellation of the admission to trading of the eq Shares
on AIM. It is anticipated that such cancellation of trading will take effect not
less than 20 Business Days after the Offer becomes or is declared unconditional
in all respects.
The cancellation of the trading of the eq Shares on AIM would significantly
reduce the liquidity and marketability of any eq Shares not assented to the
Offer and their value may be affected.
It is proposed that following such cancellation Optimisa will seek to procure
the re-registration of eq as a private company under the relevant provisions of
the Companies Act.
15. Inducement fee
eq has agreed to pay Optimisa an inducement fee equal to #100,000 (exclusive of
any recoverable VAT and inclusive of any irrecoverable VAT), which is payable
if, following the issue of this announcement:
(a) the eq Board or any member of the eq Board withdraws or adversely
modifies, or makes subject to materially adverse conditions or qualification,
the unanimous recommendation of the Offer and following which the Offer lapses
or is withdrawn or does not become or is not declared unconditional in all
respects; or
(b) the Offer lapses or is withdrawn and before the lapse or
withdrawal of the Offer a third party offer is announced and is publicly
recommended by the eq Board; or
(c) the Offer lapses or is withdrawn (other than as a result of a
failure to fulfil the acceptance condition contained in the Offer and/or any
condition relating to Optimisa and/or as a result of any wrongful act or
omission on the part of Optimisa).
16. General
The Offer Document and the Form of Acceptance (in relation to eq Shares in
certificated form) will be posted as soon as practicable and in any event within
28 days of this announcement (or such longer period as the Panel may agree) to
eq Shareholders. The circular convening the Optimisa EGM will be posted to
Optimisa Shareholders as soon as practicable.
The Offer will not be made, directly or indirectly, in or into and will not be
capable of acceptance in or from the USA, Canada, Australia, Japan or any other
Restricted Jurisdiction. Accordingly, copies of this announcement are not being,
and must not be, mailed or otherwise forwarded, distributed or sent in or into
or from the USA, Canada, Australia, Japan or any other Restricted Jurisdiction.
Custodians, nominees and trustees should observe these restrictions and should
not send or distribute copies of this announcement in or into the USA, Canada,
Australia, Japan or any other Restricted Jurisdiction.
The availability of the Offer to persons not resident in the UK may be affected
by the laws of the relevant jurisdiction. Any persons who are subject to the
laws of any jurisdiction other than the UK should inform themselves about and
observe any applicable requirements.
The Offer will be governed by English law and will be subject to the
jurisdiction of the English courts. The Offer will be subject to the applicable
requirements of the City Code.
Appendix I sets out the conditions and principal further terms of the Offer.
Appendix II sets out details of the irrevocable undertakings to accept, or
procure (or use reasonable endeavours to procure) acceptance of, the Offer given
to Optimisa by certain eq Shareholders. Appendix III contains source notes
relating to certain information contained in this announcement. Certain terms
used in this announcement are defined in Appendix IV to this announcement.
Enquiries:
Optimisa plc +44 (20) 7960 3320
Ron Littleboy, Non-Executive Chairman
Noble & Company Limited (financial adviser and broker to Optimisa) +44 (20) 7763 2200
Nick Naylor
Brian Stockbridge
eq group plc +44 (0) 142 230 1917
Bob Bond, Chief Executive
Evolution Securities Limited (financial adviser and broker to eq) +44 (0) 113 243 1619
Joanne Lake
Noble & Company Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Optimisa plc and
no one else in connection with the Offer and will not be responsible to anyone
other than Optimisa plc for providing the protections afforded to customers of
Noble & Company Limited nor for providing advice in relation to the Offer or any
matter referred to herein.
Evolution Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for eq group
plc and no one else in connection with the Offer and will not be responsible to
anyone other than eq group plc for providing the protections afforded to
customers of Evolution Securities Limited or for providing advice in relation to
the Offer or any matter referred to herein.
This announcement is not intended to, and does not constitute or form any part
of, an offer or an invitation to purchase any securities or the solicitation of
any offer to purchase any securities in any jurisdiction pursuant to the Offer
or otherwise. The Offer will be made solely through the Offer Document and (in
relation to eq Shares in certificated form) the Form of Acceptance, which will
together contain the full terms and conditions of the Offer, including details
of how to accept the Offer. Any acceptance or other response to the Offer
should be made only on the basis of the information contained in the Offer
Document and (in relation to eq Shares in certificated form) the Form of
Acceptance.
The Offer Document will be available for public inspection and the Offer
Document and a copy of this announcement will also be posted on the website of
eq and on the website of Optimisa.
The Circular will be despatched to holders of Optimisa Ordinary Shares and a
copy will also be posted on the website of Optimisa.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in one per cent. or more of any class of
'relevant securities' of eq, all 'dealings' in any 'relevant securities' of eq
(including by means of an option in respect of, or a derivative referenced to,
any such 'relevant securities') must be publicly disclosed by no later than 3.30
pm (London time) on the London business day following the date of the relevant
transaction. This requirement will continue until the date on which the Offer
becomes, or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the 'offer period' otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an 'interest' in 'relevant securities' of eq, they will be
deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of eq by Optimisa or eq, or by any of their respective 'associates',
must be disclosed by no later than 12.00 noon (London time) on the London
business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.
APPENDIX I
CONDITIONS AND PRINCIPAL FURTHER TERMS OF THE OFFER
Conditions
The Offer, which will be made by Noble on behalf of Optimisa, will comply with
the City Code, will be governed by English law and will be subject to the
jurisdiction of the courts of England.
The Offer will be made by Noble on behalf of Optimisa on the terms and
conditions set out in the Offer Document and (in respect of certificated eq
Shares) the Form of Acceptance and will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 pm on the First Closing Date (or such later
time(s) and/or date(s) as Optimisa may, subject to the rules of the City Code,
decide) in respect of not less than 90 per cent. (or such lesser percentage as
Optimisa may decide) in nominal value of the eq Shares to which the Offer
relates, and not less than 90 per cent. (or such lesser percentage as Optimisa
may decide) of the voting rights carried by the eq Shares to which the Offer
relates, provided that, unless agreed by the Panel, this condition will not be
satisfied unless Optimisa and/or any other member of the Wider Optimisa Group
has acquired or agreed to acquire (pursuant to the Offer or otherwise), directly
or indirectly, eq Shares carrying, in aggregate, over 50 per cent. of the voting
rights then normally exercisable at general meetings of eq on such basis as may
be required by the Panel (including for this purpose, to the extent (if any)
required by the Panel, any voting rights attaching to any shares which are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of conversion
or subscription rights or otherwise); and for this purpose:
(i) the expression 'eq Shares to which the Offer relates' shall be
construed in accordance with Chapter 3 of Part 28 of the Companies Act 2006;
(ii) eq Shares which have been unconditionally allotted but not issued
shall be deemed to carry the voting rights which they will carry on issue; and
(iii) valid acceptances shall be deemed to have been received in
respect of any eq Shares which Optimisa shall, pursuant to Section 979(8) of the
Companies Act 2006, be treated as having acquired or contracted to acquire by
virtue of acceptances of the Offer;
(b) the passing without amendment at the Optimisa EGM of the Offer
Resolutions;
(c) Admission becoming effective in accordance with the AIM Rules;
(d) no central bank, government or governmental, quasi-governmental,
supranational, statutory or regulatory body, or any court, institution,
investigative body, association, trade agency or professional or environmental
body or (without prejudice to the generality of the foregoing) any other person
or body in any jurisdiction (each, a "Relevant Authority") having decided to
take, instituted, implemented or threatened any action, proceedings, suit,
investigation, enquiry or reference (and in each case not having irrevocably
withdrawn the same) or having enacted, made or proposed any statute, regulation
or order (and in each case not having irrevocably withdrawn the same) or
otherwise taken any other step or done any thing, and there not arising and
being outstanding any statute, legislation or order, that would or, in the
reasonable opinion of Optimisa, might reasonably be expected to:
(i) restrict, restrain, prohibit, delay, impose additional conditions or
obligations with respect to, or otherwise interfere in a way which is material
in the context of the Offer with the implementation of, the Offer or the
acquisition of any eq Shares by Optimisa or any matters arising therefrom;
(ii) result in a material delay in the ability of Optimisa, or render
Optimisa unable, to acquire some or all of the eq Shares;
(iii) require, prevent, materially delay or adversely affect the divestiture
by any member of the Wider Optimisa Group or any member of the Wider eq group of
all or any material portion of their businesses, assets or property or of any eq
Shares or impose any material limitation on the ability of any of them to
conduct their respective businesses or own their respective assets or properties
or any part thereof;
(iv) impose any material limitation on the ability of any member of the
Wider Optimisa Group to acquire or hold or exercise effectively, directly or
indirectly, all rights of all or any of the eq Shares (whether acquired pursuant
to the Offer or otherwise);
(v) require any member of the Wider Optimisa Group or the Wider eq group to
offer to acquire any shares or other securities or rights in any member of the
Wider eq group (other than in eq) owned by any third party;
(vi) make the Offer or its implementation or the proposed acquisition of eq
or any member of the Wider eq group or of any eq Shares or any other shares or
securities in, or control of, eq, illegal, void or unenforceable in or under the
laws of any jurisdiction;
(vii) impose any material limitation on the ability of any member of the
Wider Optimisa Group or the Wider eq group to co-ordinate its business, or any
material part of it, with the business of any other member of the Wider Optimisa
Group or the Wider eq group;
(viii) result in any member of the Wider Optimisa Group or Wider eq group
ceasing to be able to carry on business in a manner in which it presently does
so; or
(ix) otherwise adversely affect any or all of the business, assets,
prospects or profits of any member of the Wider Optimisa Group or the Wider eq
group or the exercise of rights over shares of any company in the eq group, in
each case to an extent material to the Wider eq group taken as a whole,
and all applicable waiting and other time periods during which such Relevant
Authority could institute, implement or threaten any such action, proceedings,
suit, investigation, enquiry or reference or otherwise intervene having expired,
lapsed or been terminated;
(e) all necessary material authorisations, orders, grants, consents,
clearances, filings, licences, permissions and approvals ("Authorisations"), in
any jurisdiction, for or in respect of the Offer, the proposed acquisition of
any shares or securities in, or control of, eq or any member of the Wider eq
group by any member of the Wider Optimisa Group or the carrying on of the
business of any member of the Wider eq group or the Wider Optimisa Group or any
matters arising therefrom being obtained in terms reasonably satisfactory to
Optimisa from all appropriate Relevant Authorities or (without prejudice to the
generality of the foregoing) from any persons or bodies with whom any member of
the Wider eq group or the Wider Optimisa Group has entered into contractual
arrangements and such Authorisations remaining in full force and effect and
there being no intimation of any intention to revoke or not to renew the same
and all necessary filings having been made, all appropriate waiting and other
time periods (including extensions thereto) under any applicable legislation
and regulations in any jurisdiction having expired, lapsed or been terminated
and all necessary statutory or regulatory obligations in any jurisdiction in
respect of the Offer or the proposed acquisition by Optimisa of eq or of any eq
Shares or any matters arising therefrom having been fully complied with;
(f) no Relevant Authority or any party with whom any member of the
Wider eq group has any contractual or other material relationship notifying
Optimisa or any member of the Wider eq group that the interests held by any
member of the Wider eq group under licences, leases, consents, permits and other
rights will be materially and adversely amended or otherwise materially and
adversely affected by the Offer or the proposed acquisition of eq or any matters
arising therefrom, that such licences, leases, consents, permits and other
rights will not remain in full force and effect or that there is any intention
to revoke or materially and adversely amend any of the same;
(g) save as disclosed in the interim financial statements of eq for
the six months ended 30 June 2007 or in any public announcement of eq and in
each case delivered to a Regulatory Information Service or as otherwise fairly
disclosed to Optimisa or its agents or advisers by or on behalf of eq in writing
("Disclosed") prior to 14 September 2007 (being the date of this announcement),
there being no provision of any agreement, instrument, permit, licence or other
arrangement to which any member of the Wider eq group is a party or by or to
which it or any material part of its assets may be bound or subject which, as a
consequence of the Offer or the acquisition of eq or because of a change in the
control or management of eq or any member of the eq group or any matters arising
therefrom or otherwise, would or might reasonably be expected to have the result
that:
(i) a material amount of any monies borrowed by, or of other indebtedness,
actual or contingent, of, or grant available to, any member of the Wider eq
group becomes or is capable of being declared repayable immediately or earlier
than the repayment date stated in such agreement, instrument or other
arrangement or the ability of any member of the Wider eq group to incur a
material amount of indebtedness is withdrawn, inhibited or materially and
adversely affected;
(ii) any mortgage, charge or other security interest is created over the
whole or any part of the business, property or assets of any member of the Wider
eq group otherwise than solely by operation of law in the ordinary course of
business or any such security (whenever arising) being enforced;
(iii) any such agreement, instrument, permit, licence or other arrangement, or
any right, interest, liability or obligation of any member of the Wider eq group
therein, is terminated or adversely modified or affected to an extent material
to the Wider eq group taken as a whole or any action is taken or obligation or
liability arises thereunder, in each case, to an extent material to the Wider eq
group taken as a whole;
(iv) the value of any member of the Wider eq group or its financial or trading
position is prejudiced or adversely affected, in each case, in a manner which is
material in the context of the Wider eq group taken as a whole;
(v) any material asset or, other than in the ordinary course of business, any
asset of the Wider eq group being or falling to be charged or disposed of;
(vi) the rights, liabilities, obligations or interests or business of any
member of the Wider eq group in or with any other person, firm or company (or
any arrangement relating to such interest or business) is terminated, modified
or adversely affected, in each case, in a manner that is material to the Wider
eq group taken as a whole;
(vii) any liability (actual, contingent or otherwise) which is material to the
Wider eq group taken as a whole is created or accelerated;
(viii) any third party receiving additional or enhanced rights with respect to
the intellectual property of the Wider eq group that is material in the context
of the Wider eq group taken as a whole; or
(ix) any member of the Wider eq group ceases to be able to carry on business
under any name under which it currently does so;
(h) since 31 December 2006 (being the date to which the latest
published audited report and accounts of eq were made up) and save as Disclosed
prior to 14 September 2007, being the date of this announcement, no member of
the eq group having:
(i) issued or agreed to issue or authorised or proposed the issue of
additional shares of any class or issued or authorised or proposed the issue of
or granted securities convertible into or rights, warrants or options to
subscribe for or acquire such shares or convertible securities or redeemed,
purchased or reduced or announced any intention to do so or made any other
change to any part of its share capital or having granted any new eq Options
pursuant to the eq Share Option Schemes, save as between eq and its wholly owned
subsidiaries;
(ii) recommended, declared, paid or made or proposed to recommend, declare,
pay or make any dividend, bonus or other distribution other than dividends
lawfully paid to eq or wholly-owned subsidiaries of eq;
(iii) authorised or proposed or announced its intention to propose any merger
or acquisition or disposal or transfer of assets or shares or any change in its
share or loan capital other than between eq and its wholly-owned subsidiaries;
(iv) issued or authorised or proposed the issue of any debentures or incurred
or increased any indebtedness or contingent liability by any material amount
other than between eq and its wholly-owned subsidiaries;
(v) disposed of or transferred, mortgaged or encumbered any material asset or
any right, title or interest in any material asset other than in the ordinary
course of its business;
(vi) entered into or varied or proposed to enter into or vary any material
contract, reconstruction, amalgamation, arrangement or other transaction which
is of a long term or unusual or onerous nature or is otherwise than in the
ordinary course of business other than between eq and its wholly-owned
subsidiaries;
(vii) entered into, or materially varied the terms of, any contract or
agreement with any of the directors or senior executives of eq;
(viii) taken or proposed any corporate action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any of its assets
and revenues;
(ix) waived or compromised any claim which is material in the context of the
Wider eq group taken as a whole other than in the ordinary course of business;
(x) made any amendment to its memorandum or articles of association or other
incorporation documents which is, or could reasonably be expected to be,
material in the context of the Offer or the Wider eq group taken as a whole;
(xi) made or agreed or consented to:
(i) any significant change which is, or could reasonably be expected to be,
material in the context of the Offer or the Wider eq group taken as a whole to:
(a) the terms of the trust deeds constituting the pension scheme(s)
established for its directors, employees or their dependants; or
(b) the benefits which accrue or to the pensions which are payable
thereunder; or
(c) the basis on which qualification for, or accrual or entitlement to such
benefits or pensions are calculated or determined; or
(d) the basis upon which the liabilities (including pensions) of such pension
schemes are funded; or
(ii) any change which is, or could reasonably be expected to be, material in
the context of the Offer or the Wider eq group taken as a whole to the trustees
including the appointment of a trust corporation;
(xii) entered into any contract, transaction or arrangement which is
restrictive to any material extent on the business of the Wider eq group or the
Wider Optimisa Group in each case taken as a whole;
(xiii) entered into any contract, commitment or agreement with respect to any of
the transactions or events referred to in this condition (h); or
(xiv) been unable or admitted that it is unable to pay 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 all or a substantial part
of its business;
(i) since 31 December 2006 and save as Disclosed prior to 14
September 2007 (being the date of this announcement):
(i) no material litigation, arbitration, prosecution or other legal
proceedings having been instituted, announced or threatened or become pending or
remained outstanding by or against any member of the Wider eq group or to which
any member of the Wider eq group is or may become a party (whether as plaintiff,
defendant or otherwise);
(ii) no adverse change having occurred in the business, assets, financial or
trading position, profits or prospects of any member of the Wider eq group which
is material in the context of the Wider eq group taken as a whole;
(iii) no steps having been taken which would or are reasonably likely to
result in the withdrawal, cancellation, termination or modification of any
licence held by any member of the Wider eq group which is necessary for the
proper carrying on of its business and which is material in the context of the
Wider eq group taken as a whole;
(iv) no investigation by any Relevant Authority having been threatened,
announced, implemented or instituted or remaining outstanding in relation to any
member of the Wider eq group and which is material in the context of the Wider
eq group taken as a whole; or
(v) otherwise than in the ordinary course and in the context of the Offer, no
liability (actual, contingent or otherwise) of any member of the Wider eq group
having arisen and which is material in the context of the Wider eq group taken
as a whole;
(j) save as Disclosed prior to 14 September 2007 (being the date of
this announcement), Optimisa not having discovered that:
(i) any business, financial or other information concerning any member of the
eq group disclosed, publicly or otherwise at any time to Optimisa, by or on
behalf of any member of the eq group, either contains a misrepresentation of
fact or omits to state a fact necessary to make the information contained
therein not misleading which in either such case, is material in the context of
the Wider eq group taken as a whole; or
(ii) any member of the Wider eq group is subject to any liability, actual or
contingent, which is not disclosed in the annual report and accounts of eq for
the financial year ended 31 December 2006 or the interim financial statements of
eq for the six months ended 30 June 2007 and which is material in the context of
the Wider eq group taken as a whole; and
(iii) any past or present member of the Wider eq group has not complied with
all applicable legislation or regulations of any jurisdiction with regard to the
storage, disposal, discharge, spillage, leak or emission of any waste or
hazardous substance or any substance likely to impair the environment or to harm
human health or otherwise relating to environmental matters (which
non-compliance might give rise to any liability (whether actual or contingent)
on the part of any member of the Wider eq group) or that there has otherwise
been any such disposal, discharge, spillage, leak or emission (whether or not
the same constituted a non-compliance by any person with any such legislation or
regulations and wherever the same may have taken place) which in any such case
might give rise to any liability (whether actual or contingent) on the part of
any member of the Wider eq group and, in any case, which is material in the
context of the Wider eq group taken as a whole;
(iv) there is or is likely to be any material liability (whether actual or
contingent) to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present member of the
Wider eq group or any controlled waters under any environmental legislation,
regulation, notice, circular or order of any Relevant Authority or third party
or otherwise;
(v) that circumstances exist (whether as a result of the making of the Offer
or otherwise) which might reasonably be expected to lead to any Relevant
Authority instituting or any member of the Wider eq group or the Wider Optimisa
Group being required to institute, an environmental audit or take any other
steps which in any such case might result in any actual or contingent liability
to improve or install new plant or equipment or make good, repair, re-instate or
clean up any land or other asset now or previously owned, occupied or made use
of by any member of the Wider eq group and which, in each case, is material in
the context of the Wider eq group taken as a whole;
(vi) the Wider eq group has not complied with any applicable law or regulation
governing the conduct of its business in any respect which is material in the
context of the Wider eq group taken as a whole;
(vii) the conduct of the business of the Wider eq group infringes the
intellectual property rights of any third party in any respect which is material
in the context of the Wider eq group taken as a whole; or
(viii) circumstances exist whereby a person or class of persons might
reasonably be expected to have any claim or claims in respect of any product or
process of manufacture or materials used therein now or previously manufactured,
sold or carried out by any past or present member of the Wider eq group in any
respect which is material in the context of the Wider eq group taken as a whole.
Optimisa reserves the right to waive all or any of conditions (d) to (j)
(inclusive) above, in whole or in part. Conditions (d) to (j) (inclusive) must
be satisfied as at, or waived on or before, midnight on the date which is 21
days after the later of the First Closing Date and the date on which condition
(a) is fulfilled (or in each case such later date as the Panel may agree)
provided that Optimisa shall be under no obligation to waive or treat as
satisfied any of conditions (d) to (j) (inclusive) by a date earlier than the
latest date specified above for the satisfaction thereof notwithstanding that
the other conditions of the Offer may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment.
Further terms
1. If Optimisa is required by the Panel to make an offer for eq
Shares under the provisions of Rule 9 of the City Code, Optimisa may make such
alterations to the conditions as are necessary to comply with the provisions of
that Rule.
2. The Offer will lapse (unless the Panel otherwise consents) if it
is referred to the Competition Commission before (in any such case) the later of
the First Closing Date and the date when the Offer becomes or is declared
unconditional as to acceptances.
3. The Offer will lapse unless all of the conditions other than
condition (a) have been fulfilled or (if capable of being waived) waived or,
where appropriate, have been determined by Optimisa (in its reasonable opinion)
to be or remain satisfied by no later than midnight on the day falling 21 days
after the later of the First Closing Date and the date on which condition (a) is
fulfilled (or in each such case such later date as Optimisa, with the consent of
the Panel, may decide).
4. If the Offer lapses, it will cease to be capable of further
acceptance. eq Shareholders who have accepted the Offer and Optimisa shall then
will cease to be bound by acceptances delivered on or before the time when the
Offer lapses.
5. eq Shares which are the subject of the Offer will be acquired
fully paid with full title guarantee, free from all liens, charges, equities,
equitable interests, encumbrances, rights of pre-emption or other third party
rights or interests of any nature whatsoever and together with all rights now
are hereafter attaching thereto, including voting rights and, without
limitation, the right to receive and retain in full, all dividends, interest,
and other distributions declared, paid or made on or after the date of this
announcement.
6. Optimisa will not invoke any condition so as to cause the Offer
not to proceed unless the circumstances giving rise to the right to invoke the
condition are of material significance to Optimisa in the context of the Offer.
This does not apply to the condition contained within paragraph (a) of this
Appendix I.
APPENDIX II
DETAILS OF IRREVOCABLE UNDERTAKINGS GIVEN BY CERTAIN EQ SHAREHOLDERS TO OPTIMISA
Name of eq Shareholder giving Total number of eq Shares in respect Percentage of the issued share
irrevocable undertaking to accept, or of which undertakings given capital of eq
procure acceptance of, the Offer
eq Directors
RP Bond 32,824 0.37%
B Heather * 12,000 0.14%
Other eq Shareholders
Gartland Whalley and Barker plc 4,100,383 46.23%
M Drye 1,424,302 16.06%
A-M Dunn 1,094,345 12.34%
C Bond 374,667 4.22%
Total irrevocable undertakings given 7,038,521 79.35%
* Undertaking to use reasonable endeavours to procure acceptance of the Offer
APPENDIX III
BASES AND SOURCES OF INFORMATION
(a) The value placed by the Offer on the existing issued and to be
issued ordinary share capital of eq and other statements made by reference to
the existing issued and to be issued share capital of eq are based upon
8,870,169 eq Shares in issue on 14 September 2007 and nil eq Options held by eq
Optionholders as the exercise price of all eq Options is lower than 72 pence.
(b) Unless otherwise stated, the Closing Prices of eq Shares represent
the closing middle-market prices for eq Shares on the relevant dates as
published in the Daily Official List.
(c) Unless otherwise stated, financial information relating to
Optimisa has been derived without material adjustment from Optimisa's annual
report and accounts for the year ended 31 December 2006 and Optimisa's interim
results for the six months ended 30 June 2007 which were published on 21 August
2007.
(d) Unless otherwise stated, financial information relating to eq has
been derived without material adjustment from eq's annual report and accounts
for the year ended 31 December 2006 and eq's interim results for the six months
ended 30 June 2007 which were published on 23 August 2007.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"Acquisition" means the proposed acquisition of the entire issued and to be
issued share capital of eq by Optimisa pursuant to the Offer
"Admission" means the admission of the Placing Shares to trading on AIM becoming
effective, in accordance with rule 6 of the AIM Rules
"AIM" means AIM, a market operated by the London Stock Exchange
"AIM Rules" means the rules for companies whose securities are traded on AIM and
their nominated advisers published by the London Stock Exchange and amended from
time to time
"Australia" means the Commonwealth of Australia, its states, territories and
possessions
"Board of Optimisa" or "Optimisa Directors" means the board of directors of
Optimisa
"Business Day" means a day, not being a public holiday, Saturday or Sunday, on
which banks generally are open for normal business in London
"Canada" means Canada, its provinces, territories and all areas subject to its
jurisdiction and any political sub-division thereof
"Circular" means the circular to be sent by Optimisa to holders of Optimisa
Ordinary Shares and which will contain the notice of the Optimisa EGM
"City Code" means The City Code on Takeovers and Mergers
"Closing Price" means the closing middle market quotation of an eq Share as
derived from the Daily Official List
"Companies Act" means the Companies Act 1985, as amended
"Daily Official List" means the Daily Official List of the London Stock Exchange
"Disclosed" has the meaning specified in paragraph (g) of Appendix I to this
announcement
"eq" means eq group plc, (registered number 3945560) and having its registered
office at Crossley House, Belle Vue Park, Hopwood Lane, Halifax, West Yorkshire,
HX1 5EB, United Kingdom
"eq Directors", "eq Board" or "Board of eq" means the board of directors of eq
"eq group" means eq, its subsidiaries and subsidiary undertakings
"eq Optionholders" means the persons to whom eq Options have been granted under
the eq Share Option Schemes
"eq Options" means any options granted pursuant to any of the eq Share Option
Schemes
"eq Share Option Schemes" means the eq Unapproved Executive Share Option Scheme,
the eq Approved Executive Share Option Scheme and the eq Enterprise Management
Incentive Scheme
"eq Shares" means the fully paid ordinary shares of 10 pence each in the capital
of eq
"eq Shareholders" means the holders of eq Shares
"Evolution Securities" means Evolution Securities Limited, financial adviser to
eq
"First Closing Date" means the date which is 21 days following the posting of
the Offer Document to be specified as such in the Offer Document
"Form of Acceptance" means the form of acceptance and authority relating to the
Offer which will, where appropriate, accompany the Offer Document
"Japan" means Japan, its cities, prefectures, territories and possessions and
all other areas subject to its jurisdiction and any political sub-division
thereof
"London Stock Exchange" means London Stock Exchange plc
"Noble" means Noble & Company Limited, financial adviser to Optimisa
"Offer" means the recommended cash offer to be made by Noble on behalf of
Optimisa to acquire all of the eq Shares on the terms and subject to the
conditions set out in the Offer Document and (in respect of certificated eq
Shares) the Form of Acceptance and, where the context so requires any subsequent
revision, variation, extension or renewal thereof
"Offer Document" means the formal document to be sent to holders of eq Shares
containing, inter alia, the full terms and conditions of the Offer
"Offer Period" means the period commencing on 4 September 2007, being the date
on which an announcement was made by eq that it had received an approach
regarding a possible offer until whichever of the following shall be the latest:
(a) 3.00 pm on the First Closing Date, (b) the time and the date on which the
Offer becomes or is declared wholly unconditional and (c) the time and date on
which the Offer lapses or is withdrawn
"Offer Resolutions" means the resolutions to be proposed at the Optimisa EGM to
increase Optimisa's authorised share capital and to grant authorities under
sections 80 and 95 of the Companies Act
"Optimisa" means Optimisa plc (registered number 3860539) and having its
registered office at 209-215 Blackfriars Road, London, SE1 8NL, United Kingdom
"Optimisa EGM" means the extraordinary general meeting of Optimisa (including
any adjournment thereof) to be convened to approve the Offer Resolutions and,
inter alia, to sub-divide the existing Optimisa Ordinary Shares into ordinary
shares of 25 pence each
"Optimisa Group" means Optimisa and its subsidiaries and subsidiary undertakings
"Optimisa Ordinary Shares" means the existing ordinary shares of 150 pence each
in the capital of Optimisa which will be sub-divided into ordinary shares of 25
pence each assuming the applicable resolution is passed at the Optimisa EGM
"Optimisa Shareholders" means holders of Optimisa Ordinary Shares
"Panel" means The Panel on Takeovers and Mergers
"Placing" means the conditional placing by Noble of the Placing Shares at the
Placing Price on the terms set out in the Placing Agreement
"Placing Agreement" means the conditional agreement dated 14 September 2007
between Noble, Optimisa and the Optimisa Directors relating to the Placing
"Placing Price" means 1300 per Placing Share
"Placing Shares" means the 600,000 new ordinary shares of 150 pence each in
Optimisa to be issued pursuant to the Placing
"Regulatory Information Service" means a channel recognised by the Financial
Services Authority from time to time as a channel for the dissemination of
regulatory information by AIM
"Restricted Jurisdiction" means the United States, Canada, Australia or Japan or
any other jurisdiction where local law or regulations may restrict the release,
publication or distribution of information concerning the Offer or result in a
significant risk of civil, regulatory or criminal exposure or prosecution if
information concerning the Offer is sent or made available to eq Shareholders in
that jurisdiction
"Substantial Interest" means a direct or indirect interest in 20 per cent. or
more of the voting or equity capital (or equivalent) of an undertaking
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern
Ireland
"United States" or "USA" means the United States of America, its territories and
possessions, any state of the United States and the District of Columbia and all
other areas subject to its jurisdiction
"Warrants" means certain warrants to subscribe for eq Shares held by the
Warrant Holders
"Warrant Holders" means Barclays Bank plc and Gartland Whalley and Barker plc
"Wider eq group" means eq and its subsidiary undertakings and their associated
undertakings (including any joint venture, partnership, firm or company in which
any member of the eq group is interested or any undertaking in which eq and such
undertakings (aggregating their interests) have a Substantial Interest but
excluding, for the avoidance of doubt, Gartland Whalley and Barker plc)
"Wider Optimisa Group" means Optimisa and its subsidiary undertakings and their
associated undertakings (including any joint venture, partnership, firm or
company in which any member of the Optimisa Group is interested or any
undertaking in which Optimisa and such undertakings (aggregating their
interests) have a Substantial Interest)
All references to legislation in this announcement are to the legislation of the
England and Wales unless the contrary is indicated. Any reference to any
provision of any legislation shall include any amendment, modification,
re-enactment or extension thereof. Words importing the singular include the
plural and vice versa and words importing the masculine gender include the
feminine or neutral gender.
For the purpose of this announcement, the terms "subsidiary", "subsidiary
undertaking", "undertaking" and "associated undertaking" have the meanings given
by the Companies Act (but for this purpose ignoring paragraph 20(1)(b) of
Schedule 4(A) of the Companies Act).
References to "#", "sterling", "p" and "pence" are to the lawful currency of the
United Kingdom.
All the times referred to in this announcement are London times, unless
otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFIFFFIAFIVLID
Eq Group (LSE:EQI)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Eq Group (LSE:EQI)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
