EGM Statement - Update
29 1월 2009 - 7:25PM
UK Regulatory
TIDMMAY
RNS Number : 4521M
Mapeley Limited
29 January 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Mapeley Limited
Correction - Issue of Convertible Bonds
29 January 2009
The following announcement replaces the announcement released by Mapeley Limited
at 09:15 on 27 January 2009 under RNS number 2986M.
Further to Mapeley Limited's announcement on 27 January 2009, the number of
valid applications for Convertible Bonds from shareholders, other than the
Fortress Shareholders and their Associates, was incorrectly overstated by
GBP2,732,310 in respect of the principal amount of the Convertible Bonds. As a
result, the principal amount of the Convertible Bonds taken up by Fortress and
certain of its affiliate entities was understated by GBP2,732,310.
Mapeley Limited
Issue of Convertible Bonds
Mapeley Limited ("Mapeley") makes the following announcement in connection with
its issue of GBP45,000,000 20 per cent. bonds due 2013, convertible into
ordinary shares of Mapeley (the "Convertible Bonds").
As at 3 p.m. on 21 January 2009, being the latest time and date for receipt of
valid application forms and payment in full, Mapeley had received valid
applications from shareholders, other than the Fortress Shareholders and their
Associates, in respect of GBP6,996,540 in principal amount of the Convertible
Bonds. In addition, Fortress has agreed that GBP387,950 in principal amount of
Convertible Bonds, for which it agreed to subscribe, will instead be subscribed
by Mapeley's Employee Benefit Trust for the benefit of employees.
In accordance with the arrangements set out in the agreement between Mapeley and
Fortress, Fortress and certain of its affiliate entities have taken up the
remaining GBP37,615,510 in principal amount of the Convertible Bonds. As a
result, the relationship agreement between Mapeley, FIT Mapeley Holdings Limited
and Fortress UK Acquisition Company has been terminated.
Definitions used in the circular sent to shareholders and dated 24 December 2008
shall have the same meanings when used in this announcement unless the context
otherwise requires.
Enquiries:
+-------------------------------+--------------------------------------+
| Brunswick | Tel: + 44 (0)20 7404 5959 |
+-------------------------------+--------------------------------------+
| Kate Holgate | |
+-------------------------------+--------------------------------------+
| Pavla Shaw | |
+-------------------------------+--------------------------------------+
| | |
+-------------------------------+--------------------------------------+
| Lazard & Co., Limited | Tel: +44 (0)20 7187 2000 |
+-------------------------------+--------------------------------------+
| William Rucker | |
+-------------------------------+--------------------------------------+
| Patrick Long | |
+-------------------------------+--------------------------------------+
Lazard, who is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Mapeley in relation to the
transaction and will not be responsible to any person other than Mapeley for
providing the protections afforded to clients of Lazard or for providing advice
in relation to the contents of this announcement, the Circular or the
transaction.
This announcement does not constitute or form part of any offer or invitation to
purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue,
or any solicitation of any offer to sell, otherwise dispose of, issue, purchase,
otherwise acquire or subscribe for, any security.
The securities mentioned herein have not been, and will not be, registered under
the US Securities Act of 1933 (the "Securities Act"). Securities may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act. There will
be no public offer of the securities mentioned herein in the United States.
The distribution of this announcement, the Circular, the Information Memorandum
and/or related documents into certain jurisdictions other than the United
Kingdom is or may be restricted by law and therefore persons into whose
possession this announcement and any such documents come should inform
themselves about and observe any such restrictions. Failure to comply with any
such restrictions may constitute a violation of the securities laws of any such
jurisdiction.
Forward-Looking Statements
Some of the statements contained in this announcement may include
forward-looking statements which reflect Mapeley's or, as appropriate, the
Directors' current views with respect to future events and financial
performance. Statements which include the words "expect", "intend", "plan",
"project", "anticipate", "will" and similar statements of a future or
forward-looking nature identify forward-looking statements for the purposes of
the US federal securities laws or otherwise.
All forward-looking statements address matters that involve risks and
uncertainties. Accordingly, there are or will be important factors that could
cause Mapeley's actual results to differ materially from those indicated in
these statements. These forward-looking statements speak only as at the date of
this announcement. Subject to any continuing obligations under the Listing Rules
and the Disclosure and Transparency Rules, Mapeley undertakes no obligation
publicly to update or review any forward-looking statement contained in this
announcement, whether as a result of new information, future developments or
otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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