Offer Update
19 10월 2007 - 5:00PM
UK Regulatory
RNS Number:9982F
Optimisa PLC
19 October 2007
Embargoed for release at 8.00 a.m. 19 October 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, JAPAN OR AUSTRALIA
OR ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
RECOMMENDED CASH OFFER
by
NOBLE & COMPANY LIMITED
on behalf of
OPTIMISA PLC ("Optimisa")
for
EQ GROUP PLC ("eq")
Offer unconditional in all respects
On 21 September 2007, Optimisa announced the terms of a recommended cash offer
to acquire the entire issued and to be issued share capital of eq (the "Offer").
The Offer was made by Noble & Company Limited on behalf of Optimisa. The
document setting out the full terms and conditions of the Offer (the "Offer
Document") was posted to eq shareholders on 21 September 2007.
On 12 October 2007, Optimisa announced that the Offer had become unconditional
as to acceptances but that it remained subject to the other conditions contained
in Part A of Appendix I of the Offer Document.
One of the conditions remaining was the Admission of the 600,000 Placing Shares
being issued to fund the consideration payable under the Offer. These Placing
Shares have now been admitted to trading on AIM and dealings in the Placing
Shares commenced today.
Therefore, Optimisa is pleased to announce that all of the conditions to the
Offer, including the condition relating to Admission, have now been satisfied or
waived. Accordingly, the Offer has been declared unconditional in all respects.
The Offer will remain open for acceptances until further notice.
As at 3.00 p.m. yesterday, 18 October 2007, Optimisa had received valid
acceptances in respect of a total of 8,775,961 eq Shares representing in total
approximately 98.93 per cent. of the issued share capital of eq.
The consideration to which any eq Shareholder is entitled under the Offer will
be paid within 14 days of today's date in respect of eq Shares for which valid
acceptances of the Offer have been received as at 3.00 p.m. today. The
consideration due in respect of valid acceptances of the Offer received after
3.00 p.m. today will be despatched to accepting eq Shareholders within 14 days
of receipt of such acceptances.
Having received sufficient valid acceptances of the Offer, Optimisa confirms
that it intends to exercise its rights pursuant to the provisions of Chapter 3
of Part 28 of the Companies Act 2006 to acquire compulsorily any eq Shares to
which the Offer relates in respect of which it has not received valid
acceptances or which it has not otherwise acquired. Accordingly, Optimisa will
be posting, in due course, formal notices under section 979 of the Companies Act
2006 to eq Shareholders who have not accepted the Offer by that time.
As set out in the Offer Document, Optimisa also intends to procure the making of
an application by eq to London Stock Exchange for the cancellation of the
admission to trading of eq Shares on AIM. If the cancellation occurs, it would
significantly reduce the liquidity and marketability of any eq Shares not
assented to the Offer at that time and the value of such eq Shares may be
adversely affected as a consequence.
eq Shareholders who have not yet accepted the Offer, and wish to do so, are
urged to do so as soon as possible.
Enquiries:
Optimisa plc +44 (0) 20 7960 3320
Ron Littleboy, Non-Executive Chairman
Noble & Company Limited +44 (0) 20 7763 2200
(Financial Adviser and Broker to Optimisa)
Nick Naylor
Brian Stockbridge
eq group plc +44 (0) 7747 032 478
Bob Bond, Chief Executive
Evolution Securities Limited +44 (0) 113 243 1619
(Financial Adviser and Broker to eq)
Joanne Lake
Angus Gladish
Words and expressions defined in the Offer Document, unless the context
otherwise requires, bear the same meaning as used in this announcement.
Noble & Company Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Optimisa and no
one else in connection with the Offer and this announcement and will not regard
any other person as its client nor be responsible to anyone other than Optimisa
for providing the protections afforded to clients of Noble & Company Limited nor
for providing advice in relation to the Offer or this announcement or any
transaction or arrangement 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 and no
one else in connection with the Offer and this announcement and will not regard
any other person as its client nor be responsible to anyone other than eq for
providing the protections afforded to clients of Evolution Securities Limited
nor for providing advice in relation to the Offer or this announcement or any
transaction or arrangement referred to herein.
This announcement is not intended to, and does not constitute or form any part
of an offer or an invitation to subscribe for or purchase any securities nor the
solicitation of any vote or approval in any jurisdiction, nor shall there be any
sale, issue or transfer of the securities referred to in this announcement in
any jurisdiction in contravention of any applicable law. The Offer is made
solely by means of the Offer Document and a notice published in the London
Gazette on 27 September 2007 and (in relation to eq Shares in certificated form)
the Form of Acceptance, which together contain the full terms and conditions of
the Offer, including details of how to accept the Offer. Any acceptance of 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 laws of relevant jurisdictions may affect the availability of the Offer to
persons not resident in the United Kingdom. In particular the Offer will not be
made directly or indirectly in or into the United States, Canada, Australia,
Japan or any Restricted Jurisdiction. 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 are contained in the Offer Document. If you are in any doubt, you
should consult your professional adviser in the relevant jurisdiction without
delay.
The Optimisa Directors accept responsibility for the information contained in
this announcement (other than the information relating to eq, the eq Directors,
members of their immediate families, related trusts and connected persons). To
the best of the knowledge and belief of the Optimisa Directors (who have taken
all reasonable care to ensure that such is the case), the information contained
in this announcement for which they are responsible is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
This announcement has been prepared for the purposes of complying with English
law, the Code and the AIM Rules and information disclosed may not be the same as
that which would have been disclosed if this announcement has been prepared in
accordance with the laws of jurisdictions outside England.
The Offer is subject to the Code and the applicable rules and regulations of the
Financial Services Authority and the London Stock Exchange.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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