RNS Number : 0421H
Boom Pictures Limited
05 July 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
5 July 2012
Recommended Cash Offer by Deloitte Corporate Finance on behalf of Boom Pictures Limited ("Boom Pictures") for Boomerang Plus plc ("Boomerang")
Posting of Offer Document to Boomerang Shareholders
Further to the announcement made yesterday of a recommended cash offer by Boom Pictures, for the entire issued and to be issued share capital of Boomerang, excluding the Roll-over Shares that Boom Pictures has separately contracted to acquire from the Management Team (the "Offer"), Boom Pictures announces that the offer document containing the full terms and conditions of the Offer and procedures for accepting the Offer (the "Offer Document") was posted yesterday to Boomerang Shareholders, together with the Form of Acceptance and Form of Proxy.
The Offer Document was also sent, for information only, to holders of options in the Boomerang Share Option Schemes.
To accept the Offer in respect of Boomerang Shares, the Form of Acceptance should be completed for shares held in certificated form, signed and returned or electronic acceptances made in accordance with the instructions set out in the Offer Document as soon as possible and, in any event, no later than 1.00 p.m. (London time) on 25 July 2012.
The Offer is open for acceptance until 1.00 p.m. (London time) on 25 July 2012 (or such later time(s) and/or date(s) as Boom Pictures may decide, subject to the consent of the Panel, where required).
Capitalised terms used in this announcement have the meanings given to them in the Offer Document.
For further information, please contact:
Lorraine Heggessey 020 8995 3936
Huw Eurig Davies 029 2067 1505
Deloitte Corporate Finance 020 7936 3000
(financial adviser to Lorraine Heggessey & Boom Pictures)
Plank PR 020 8995 3936
(public relations adviser to Boom Pictures)
A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Boom Pictures' website at www.boombid.co.uk and Boomerang's website at www.boomerang.co.ukby no later than 12 noon (London time) on 5 July 2012.
Deloitte Corporate Finance is acting only for Lorraine Heggessey and Boom Pictures Limited and no one else in connection with the Offer and will not regard any other person as its client nor be responsible to anyone other than those persons for providing the protections afforded to clients of Deloitte Corporate Finance nor for providing advice in relation to the Offer, the contents of this Announcement or any other matters referred to in this Announcement. Deloitte Corporate Finance is a division of Deloitte LLP, which is authorised and regulated by the Financial Services Authority in respect of regulated activities.
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.
This announcement is for information purposes and is not intended to, and does not, constitute or form part of any offer, invitation 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. This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the formal documentation in relation to the Offer. The Offer will be made solely through the Offer Document which contains the full terms and conditions of the Offer, including details of how to accept the Offer. Please read carefully the Offer Document in its entirety before making a decision with regard to the Offer. Any acceptance should be made on the basis of the information in the Offer Document.
The distribution of this Announcement in jurisdictions outside the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes 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 Boom Pictures and permitted by applicable law and regulation, subject to certain exemptions, the Offer will not be, made, directly or indirectly, in or into and will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, unless otherwise determined by Boom Pictures, copies of this Announcement and any other documentation relating to the Offer are not being and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction and persons receiving this Announcement and any other documentation relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may be a breach of applicable law and regulation in that jurisdiction and may invalidate any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves about and observe any applicable legal or regulatory requirements of their jurisdiction.
Any person (including nominees, trustees and custodians) who would, or otherwise intends to, or may have a legal or contractual obligation to, forward this Announcement and/or any documentation relating to the Offer to any jurisdiction outside the United Kingdom, should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction and seek appropriate advice before taking any action.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in one per cent. 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 one per cent. 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 p.m. (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 of the Code.
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 of the Code).
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 Takeover 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.
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