TIDMBOOM
RNS Number : 6377I
Boom Pictures Limited
26 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
26 July 2012
OFFER UPDATE
Recommended cash offer
by Deloitte Corporate Finance
on behalf of Boom Pictures Limited ("Boom Pictures")
for Boomerang Plus plc ("Boomerang")
Offer declared unconditional in all respects
On 4 July 2012, the Independent Directors and board of directors
of Boom Pictures announced that they had reached agreement on the
terms of a recommended cash offer to be made by Deloitte Corporate
Finance on behalf of Boom Pictures for the entire issued and to be
issued share capital of Boomerang, excluding the Roll-over Shares.
The full terms and conditions of the Offer and the procedures for
acceptance are set out in the offer document issued on 4 July 2012
(the "Offer Document").
Terms defined in the Offer Document have the same meaning in
this announcement unless the context requires otherwise.
Boom Pictures is pleased to announce that all of the conditions
of the Offer have now either been satisfied or waived and the Offer
is hereby declared unconditional in all respects.
The Offer will remain open for acceptance until further notice.
At least 14 days' notice will be given in the event that the Offer
is to be closed.
Level of acceptances
As at 1.00 p.m. (London time) on 26 July 2012, Boom Pictures had
received valid acceptances of the Offer in respect of 6,434,730
Offer Shares, representing approximately 97.3 per cent. of the
total Offer Shares, which Boom Pictures may count towards the
satisfaction of the Acceptance Condition of the Offer.
Of this total, Boom Pictures has received acceptances pursuant
to irrevocable undertakings to accept the Offer in respect of a
total of 5,346,477 Boomerang Shares, representing approximately
80.8 per cent. of the Offer Shares. Of this total, valid
acceptances have been received from persons acting or deemed to be
acting in concert with Boom Pictures in respect of a total of
2,182,704 Boomerang Shares, representing approximately 33.0 per
cent. of the Offer Shares. A total of 5,000 Boomerang Shares,
representing 0.1 per cent. of the Offer Shares remain outstanding
under these irrevocable commitments.
Further dealings by Boom Pictures' concert parties
Boomerang had prior to 1.00 p.m. (London time) on 26 July 2012
issued a further 231,321 Boomerang Shares as a result of Boomerang
Options being exercised, all of which have been accepted in
relation to the Offer. Accordingly, the current total issued share
capital of Boomerang is set out below in accordance with Rule 2.10
of the Code.
As a result of the exercise of Boomerang Options, the Management
Team (and their close relatives and related trusts) have had the
following further dealings in the relevant securities of Boomerang
since the Announcement of the Offer:
Boomerang Boomerang Share Number of Date
Director Option Scheme Boomerang
Options exercised
------------------- ----------------------- ------------------- --------------------
Mark Fenwick Boomerang 2005 13,725 26 July 2012 (prior
Enterprise Management to 1.00 p.m.)
Incentive Plan
------------------- ----------------------- ------------------- --------------------
Nia Thomas Boomerang 2005 30,000 26 July 2012 (prior
Enterprise Management to 1.00 p.m.)
Incentive Plan
------------------- ----------------------- ------------------- --------------------
Dylan Davies Boomerang 2005 20,000 26 July 2012 (prior
Enterprise Management to 1.00 p.m.)
Incentive Plan
------------------- ----------------------- ------------------- --------------------
Becca Evans Boomerang 2005 6,398 26 July 2012 (prior
(wife of Enterprise Management to 1.00 p.m.)
Gruffydd Incentive Plan
Davies who
is a member
of the Management
Team)
------------------- ----------------------- ------------------- --------------------
Save as disclosed in this announcement and in paragraph 5 of
Appendix IV of the Offer Document, as at 25 July 2012, the last
practicable Business Day prior to this announcement, neither Boom
Pictures nor, so far as Boom Pictures is aware, any person acting
in concert with Boom Pictures, had an interest in or right to
subscribe for relevant securities of Boomerang or had any short
position in relation to relevant securities of Boomerang (whether
conditional or absolute and whether in the money or otherwise),
including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person
to purchase or take delivery of any relevant securities of
Boomerang nor has any such person borrowed or lent therein.
Save for the irrevocable undertakings described above and
pursuant to the Share Exchange Deed and the Subscription and
Shareholders' Agreement, neither Boom Pictures nor any person
acting in concert with Boom Pictures has any arrangement in
relation to Boomerang Shares, or any securities convertible or
exchangeable into Boomerang Shares or options (including traded
options) in respect of, or derivatives referenced to, Boomerang
Shares. For these purposes, "arrangement" includes any indemnity or
option arrangement, any agreement or understanding, formal or
informal, of whatever nature, relating to relevant securities which
is, or may be, an inducement to deal or refrain from dealing in
such securities.
Settlement of consideration
Settlement of the cash consideration due under the Offer in
respect of acceptances which have been received and are valid and
complete in all respects will be despatched by first class post (in
the case of certificated holders) or credited to the relevant CREST
account (in the case of uncertificated holders) on or before 9
August 2012. Settlement of the consideration in respect of further
acceptances which are valid and complete in all respects will be
despatched as soon as practicable and in any event within 14 days
of receipt of such acceptances.
Cancellation of trading on AIM, re-registration as a private
company and intention to compulsorily purchase Offer Shares
As Boom Pictures has received acceptances under the Offer in
respect of 90 per cent. or more of the Offer Shares, Boom Pictures
intends to exercise its rights pursuant to sections 974 to 991 of
the Companies Act 2006 to acquire compulsorily the remaining Offer
Shares in respect of which the Offer has not been accepted. A
further announcement will be made in due course.
As Boom Pictures is now interested in more than 75 per cent. of
the issued share capital of Boomerang, it is also intended that,
subject to any applicable regulatory requirements, Boom Pictures
will procure that Boomerang applies to the London Stock Exchange
for the cancellation of trading in Boomerang's Shares on AIM. It is
anticipated that cancellation of trading on AIM will take place
approximately 20 Business Days from today. Such cancellation would
significantly reduce the liquidity and marketability of any Offer
Shares not acquired by Boom Pictures. A further announcement is
expected to be made in due course regarding the proposed date for
cancellation of trading on AIM. Following such cancellation, Boom
Pictures intends to seek to procure the re-registration of
Boomerang as a private company.
Shareholders of Boomerang who have not yet accepted the Offer
are, therefore, encouraged to do so without delay. Acceptances of
the Offer should be received in accordance with the instructions
contained in the Offer Document. In the case of Boomerang Shares
held in certificated form, the Form of Acceptance should be
completed and returned. If you are a holder of Boomerang Shares in
uncertificated form (that is in CREST), you should ensure that your
TTE Instruction is settled.
If you are in any doubt about the Offer or as to the action you
should take, you are recommended to seek your own independent
financial advice from a stockbroker, solicitor, accountant or other
independent financial adviser authorised under the Financial
Services and Markets Act 2000. If you are outside the UK, you
should immediately consult an appropriately authorised independent
financial adviser.
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
Boomerang 07802 793 444
Richard Huntingford, Chairman
finnCap 020 7220 0500
(financial adviser to Boomerang)
Geoff Nash
Charlotte Stranner
Walbrook PR 020 7933 8780
(PR adviser to Boomerang)
Paul McManus
Paul Cornelius
Further information
This announcement is for information purposes only and is not
intended and does not constitute or form part of an 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. The Offer is being made solely by the Offer Document and
the accompanying Form of Acceptance, which contains the full terms
and conditions of the Offer, including details of how the Offer may
be accepted.
Deloitte Corporate Finance is acting only for Lorraine Heggessey
and Boom Pictures 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.
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting only for
Boomerang and no one else in connection with the Offer and will not
be responsible to anyone other than Boomerang for providing the
protections afforded to clients of finnCap Ltd or for providing
advice in relation to the Offer, the contents of this announcement
or any other matters referred to in this announcement.
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.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Boomerang confirms
that, at the date of this announcement, there are 9,163,548
Boomerang Shares in issue and admitted to trading on AIM. The ISIN
of the Boomerang Shares is GB00B23VYZ68.
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 is not being, made, directly or indirectly, in or into and is
not 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.
Publication on websites and availability of hard copies
A copy of this announcement will be made available free of
charge, at www.boomerang.co.uk and www.boombid.co.uk by no later
than 12 noon on 27 July 2012 and will be available during the
course of the Offer. You may request a hard copy of this
announcement, free of charge, by contacting Mark Fenwick, the
Company Secretary of Boomerang, on +44 (0) 29 2067 1500 or Jenny
Stephenson of CMS Cameron McKenna LLP on +44 (0) 207 367 3000. It
is important that you note that unless you make such a request, a
hard copy of this announcement and any information incorporated by
reference in it will not be sent to you. You may also request that
all future documents, announcements and information sent to you in
relation to the Offer should be in hard copy form. For the
avoidance of doubt, the content of the websites referred to above
is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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