Irrevocable Undertaking
16 9월 2010 - 3:00PM
UK Regulatory
TIDMSHDP
RNS Number : 7837S
WB Bidco plc
16 September 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
16 September 2010
Recommended proposals for the acquisition by WB Bidco plc ("Bidco")
of Shed Media plc ("Shed") to be effected by means of a
scheme of arrangement under Part 26 of the Companies Act 2006
Irrevocable Undertaking
Further to the Rule 2.5 announcement made by Bidco on 5 August 2010 in relation
to the Proposals (the "Rule 2.5 Announcement") and the posting of the Scheme
Circular on 31 August 2010 by Shed, Bidco makes the following disclosure in
accordance with Rule 2.11(a) of the City Code.
Bidco has received an irrevocable undertaking from CF I Invest C.V. acting by
its General Partner, Cyrte Investments, in respect of 6,720,902 Shed Shares
representing approximately 7.7 per cent. in nominal value of the existing issued
share capital of Shed:
* to vote in favour of the resolution to be proposed at the Court Meeting;
* to vote in favour of each of the resolutions to be proposed at the General
Meeting;
* not to sell or transfer (otherwise than pursuant to the Proposals) or
otherwise dispose of or charge all or any of its Shed Shares or any interest in
all or any thereof, nor enter into any agreement or arrangement with any person,
whether conditionally or unconditionally, to do any such act; and
* to exercise all voting rights attaching to its Shed Shares in such manner as
to enable the Scheme to be implemented and oppose the taking of any action which
may be prejudicial to the successful implementation of the Scheme.
The irrevocable undertaking will cease to be binding if the Scheme is not
implemented by the Long Stop Date but will otherwise remain binding in all
circumstances.
Capitalised terms not defined in this announcement will bear the same meaning as
set out in the Rule 2.5 Announcement.
For further information, please contact:
+--------------------------------------------------+-----------------+
| Warner Bros. (Media Enquiries) | |
+--------------------------------------------------+-----------------+
| Scott Rowe | +1 818 954 5806 |
+--------------------------------------------------+-----------------+
| Deborah Lincoln | +44 (0) 7879 |
| | 484944 |
+--------------------------------------------------+-----------------+
| Morgan Stanley (Financial Adviser to Time Warner | |
| Inc. and Joint Financial Adviser to Bidco) | |
+--------------------------------------------------+-----------------+
| Max Herrnstein | +1 212 761 4000 |
+--------------------------------------------------+-----------------+
| Laurence Hopkins | +44 (0) 20 |
| | 7425 8000 |
+--------------------------------------------------+-----------------+
| Antoine Dresch | +44 (0) 20 |
| | 7425 8000 |
+--------------------------------------------------+-----------------+
| Ingenious Corporate Finance Limited (Financial | + 44 (0) 20 |
| Adviser to the Senior Management Team and Joint | 7319 4000 |
| Financial Adviser to Bidco) | |
+--------------------------------------------------+-----------------+
| Tom Manwaring | |
+--------------------------------------------------+-----------------+
| Chris Graves | |
+--------------------------------------------------+-----------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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