TIDMBOOM
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.
Enquiries:
For further information, please contact:
Boom Pictures
Lorraine Heggessey 020 8995 3936
Huw Eurig Davies 029 2067 1505
Deloitte Corporate Finance 020 7936 3000
(financial adviser to Lorraine Heggessey & Boom
Pictures)
Jon Hinton
James Lewis
Stuart Sparkes
Plank PR 020 8995 3936
(public relations adviser to Boom Pictures)
Louise Plank
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.
Overseas Shareholders
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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