TIDMPSQ
RNS Number : 1817T
CNH Bidco Limited
01 December 2011
Not for release, publication or distribution in whole or in part
in or into or from the United States,
Canada, Australia or Japan or any other jurisdiction where it is
unlawful to do so.
FOR IMMEDIATE RELEASE
1 December 2011
RECOMMENDED CASH OFFER
FOR
PARSEQ PLC
BY
CNH BIDCO LIMITED
Offer for Parseq plc unconditional as to acceptances and
unconditional in all respects
On 21 October 2011, the Board of CNH Bidco Limited ("Bidco"), a
newly-incorporated company formed and controlled by certain of the
Joint Offerors, and the Independent Directors of Parseq plc
("Parseq" or the "Company") announced that they had reached
agreement on the terms of a recommended cash offer to be made by
Bidco for Parseq (the "Announcement").
On 18 November 2011, the Company announced that the Offer
Document relating to the Offer had been posted to Parseq
Shareholders.
The Company is pleased to announce that, having received
acceptances of the Offer of greater than 50% of the voting rights
attaching to the issued share capital of Parseq (including the
shares held by Rami Cassis and the Cassis trustees), the Offer has
become unconditional as to acceptances and, following the waiver of
all other conditions to the Offer, the Offer has now been declared
unconditional in all respects.
Level of acceptances and completion of the purchase of the RC
Shares
As at 10:35 a.m. today, Bidco had received valid acceptances of
the Offer in respect of a total of 91, 315,980 Parseq Shares,
representing approximately 20.04 per cent. of the issued share
capital of Parseq. This includes (i) 61,100,445 Parseq Shares
(representing 13.41 per cent. of the issued share capital of
Parseq) in respect of which irrevocable undertakings had been
received and (ii) 18,349,556 Parseq Shares allotted on the exercise
of certain Parseq Options. In addition, Bidco has completed the
purchase of the 155,356,253 Parseq Shares (representing
approximately 34.09 per cent. of the issued share capital of Parseq
(following the exercise of the Parseq Options) owned by Rami Cassis
and the Cassis Trustees pursuant to the RC Agreement. Therefore,
Bidco has received valid acceptances of the Offer and acquired the
RC Shares which, when taken together, amount in aggregate to
246,672,233 Parseq Shares, representing approximately 54.13 per
cent. of the issued share capital of Parseq.
Acceptance of the Offer and waiver of all other conditions
Bidco is therefore pleased to announce that it has received
valid acceptances of the Offer in respect of such number of Parseq
Shares to which the Offer relates, which, when taken together with
the RC Shares acquired by Bidco, carry in aggregate more than 50
per cent. of the voting rights normally exercisable at general
meetings of the Company and so the acceptance condition, details of
which are set out in Part A to Appendix I of the Offer Document,
has been satisfied and that the Offer has become unconditional as
to acceptances. All the other conditions to the Offer have now been
satisfied or waived by Bidco and the Offer has therefore been
declared unconditional in all respects.
Parseq Shareholders who have not yet accepted the Offer are
encouraged to do so without delay.
Acceptances of the Offer should be received by no later than
1.00 p.m. on 9 December 2011, (the "First Closing Date") (or such
later time(s) and/or date(s) as the Offeror may, with the consent
of the Takeover Panel or in accordance with the Code, decide).
The procedure for acceptance of the Offer is set out in
paragraph 14 of the letter from Bidco in Part II of the Offer
Document and, if in relation to Parseq Shares held in certificated
form, in the Form of Acceptance.
Compulsory acquisition, delisting and cancellation of trading in
Parseq Shares
As Bidco has, by virtue of its shareholding and acceptances of
the Offer, acquired or agreed to acquire Parseq Shares carrying at
least 50 per cent. of the voting rights attaching to the ordinary
share capital of Parseq, and the Offer has been declared
unconditional in all respects, Bidco intends to procure that Parseq
make an application for the cancellation of the trading of the
Parseq Shares on AIM ("Cancellation"). Cancellation is subject to
Bidco having received valid acceptances in excess of 75% of all of
the Parseq Shares. The earliest time at which the Cancellation
could become effective is 7.00am on 3 January 2012. In addition,
Cancellation can only take place five business days after the date
on which Bidco has, by virtue of its shareholding and acceptances
of the Offer, acquired or agreed to acquire issued share capital
carrying not less than 75 per cent. of the voting rights attaching
to the Parseq Shares. Bidco will notify Parseq Shareholders when
the required 75 per cent. has been attained, confirm that the 5
business day notice period has commenced and confirm the
anticipated date of cancellation. The cancellation of the admission
to trading of Parseq Shares on AIM would significantly reduce the
liquidity and marketability of any Parseq Shares in respect of
which the Offer has not been accepted at that time. In this event
there may be no future market for Parseq Shareholders to realise
their investment in Parseq.
Further, until the admission to trading of the Parseq Shares on
AIM is cancelled and Parseq is re-registered as a private company,
the Parseq Shares in relation to which the Offer has not been
accepted only represent at most approximately 45.87 per cent. of
the issued ordinary share capital in Parseq, with Bidco holding the
balance of such issued share capital. As such, even if the
admission to trading of the Parseq Shares on AIM is not
subsequently cancelled, Bidco will retain control over the
management and governance of the Parseq Group and the holders of
other Parseq Shares will not be able to block ordinary resolutions
of Parseq, and their ability through the exercise of shareholder
rights to influence the day-to-day management or governance of the
Parseq Group, to direct its future strategy or to direct the
declaration or payment of dividends or other distributions will
accordingly be significantly reduced.
If Bidco receives acceptances under the Offer in respect of, or
otherwise acquires, 90 per cent. or more of the Parseq Shares to
which the Offer relates and 90 per cent. or more of the voting
rights carried by the Parseq Shares to which the Offer relates,
Bidco intends to exercise its rights pursuant to the provisions of
Part 28 of the Companies Act 2006 to acquire compulsorily the
remaining Parseq Shares in respect of which the Offer has not been
accepted on the same terms as the Offer.
It is also intended that the admission to trading of the Parseq
Shares on AIM having been cancelled, Parseq will be re-registered
as a private company.
Settlement
Settlement will be effected on or before 15 December 2011 for
Parseq Shareholders who have validly accepted the Offer prior to
the First Closing Date.
Settlement for Parseq Shareholders who validly accept the Offer
hereafter will be effected within 14 calendar days of receipt of
their valid acceptance.
Further details of settlement arrangements in relation to the
Offer are set out in the Offer Document.
General
Each Parseq Shareholder's decision as to whether to accept the
Offer will depend upon that person's individual circumstances. If
any Parseq Shareholder is in any doubt as to the action he, she or
it should take, he, she or it should seek their own independent
financial advice.
Terms used but not defined in this announcement shall have the
meaning given to them in the Offer Document published by the Bidco
on 18 November 2011.
Enquiries:
For further information, please contact:
Bidco
Rami Cassis Tel. 020 7870 2299
Peel Hunt LLP Tel. 020 7418 8900
(Financial adviser to Bidco)
Richard Kauffer
Daniel Harris
Parseq plc
Richard Last, Chairman Tel. 01608 683 108
Canaccord Genuity
(Financial adviser to Parseq)
Simon Bridges
Cameron Duncan Tel. 020 7050 6500
Biddicks
(Public Relations adviser Tel. 020 3178 6378
to Parseq)
Zoe Biddick
Sophie McNulty
This announcement does not constitute or form part of any offer
or invitation to sell or purchase any securities or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, pursuant to the
Offer or otherwise.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for Bidco
and no one else in connection with the Offer and will not be
responsible to anyone other than Bidco for providing the
protections afforded to clients of Peel Hunt or for providing
advice in relation to the Offer, the contents of this announcement
or any offer or arrangements referred to in this announcement.
Canaccord Genuity, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting for
Parseq and the Independent Directors and for no one else in
connection with the Offer and will not be responsible to anyone
other than Parseq and/or the Independent Directors for providing
the protections afforded to clients of Canaccord Genuity nor
providing advice in connection to the Offer, the contents of this
announcement or any offer or arrangements referred to in this
announcement.
The release, publication or distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by the
laws of those jurisdictions and therefore persons who receive this
announcement 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. To the fullest extent permitted by applicable law,
the companies involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco in its sole discretion, the
Offer is not being, and will not be, made, directly or indirectly,
in or into any Restricted Jurisdiction and will not be capable of
acceptance from within any such Restricted Jurisdiction.
Accordingly, unless otherwise determined by Bidco in its sole
discretion, copies of this announcement and any documentation
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send any such
documents in or into or from any such Restricted Jurisdiction, as
doing so may invalidate any purported acceptance of the Offer. Any
person (including, without limitation, custodians, nominees and
trustees) who would, or otherwise intends to, or who may have a
contractual or legal obligation to, forward this announcement
and/or the Offer documentation and/or any other related document to
any jurisdiction outside the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory
requirements of any relevant jurisdiction.
This announcement has been prepared for the purposes of
complying with English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws and regulations of any jurisdiction outside of
England.
Forward-looking statements
This announcement and the information herein and incorporated
herein by reference containcertain forward-looking statements with
respect to the financial condition, results of operations and
business of Bidco and the Bidco Group, Parseq and the Parseq Group
and certain plans and objectives of the Parseq Board and the Bidco
Board. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of similar meaning. These statements are based on assumptions and
assessments made by the Parseq Board and the Bidco Board in light
of their experience and their perception of historical trends,
current conditions, expected future developments and other factors
they believe appropriate. Forward-looking statements are not
guarantees of future performance. By their nature, forward-looking
statements involve risk and uncertainty, and the factors described
in the context of such forward-looking statements in this document
could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking
statements.
Many of these risks and uncertainties relate to factors that are
beyond Bidco's ability to control or estimate precisely. Neither
Bidco nor Parseq can give any assurance that such forward-looking
statements will prove to have been correct. Should one or more of
these risks or uncertainties materialise, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described in this document. Neither Parseq nor Bidco nor
their respective boards of directors assume any obligation to
update or correct the information contained in this announcement or
the documents referred to in it, whether as a result of new
information, future events or otherwise, except to the extent
legally required.
The statements contained in this announcement and the documents
referred to in it are made as at the date of this announcement,
unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any
implication that there has been no change in the facts set out in
this announcement or the documents referred to in it since such
date. Nothing contained in this announcement or the documents
referred to in it shall be deemed to be a forecast, projection or
estimate of the future financial performance of Parseq or any
member of the Parseq Group except where expressly stated.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an Offeree
company or of any paper Offeror (being any Offeror other than an
Offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
Offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the Offeree company and (ii) any paper Offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper Offeror
is first identified. Relevant persons who deal in the relevant
securities of the Offeree company or of a paper Offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
Offeree company or of any paper Offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
Offeree company or of any paper Offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the Offeree company and (ii) any
paper Offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an Offeree company or a paper
Offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the Offeree
company and by any Offeror and Dealing Disclosures must also be
made by the Offeree company, by any Offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the Offeree and Offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any Offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Information relating to Parseq Shareholders
Addresses, electronic addresses and certain information provided
by Parseq Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Parseq may
be provided to Bidco during the offer period as requested under
Section 4 of Appendix 4 of the Code.
Publication on the Parseq website and Bidco's website
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, for inspection on Parseq's website in
relation to the Offer at www.Parseq.com/Bidco1.html and the website
maintained by Bidco in relation to the Offer at
www.nova-cap.com/investor/cnh_bidco.html and will also be available
for inspection at the offices of Olswang LLP, 90 High Holborn,
London, WC1V 6XX, during normal business hours on any weekday
(Saturdays, Sundays and public holidays excepted), in either case
whilst the Offer remains open for acceptance.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEADAFEFSFFFF
Parseq (LSE:PSQ)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Parseq (LSE:PSQ)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
