TIDMPTS
RNS Number : 2125W
Pattington Limited
26 January 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
26 January 2012
Embargoed for release at 7 a.m.
Recommended cash offer
by Pattington Limited ("Pattington")
for Patsystems plc ("Patsystems")
Offer unconditional in all respects
On 20 December 2011, the boards of Pattington and Patsystems
announced a recommended cash offer for the entire issued and to be
issued ordinary share capital of Patsystems not already held by
Pattington (the "Offer"). The full terms and conditions of the
Offer and the procedures for acceptance were set out in the offer
document (the "Offer Document") posted to Patsystems Shareholders
on 23 December 2011.
The board of Pattington is pleased to announce that the Offer
has become unconditional as to acceptances. All of the other
conditions to the Offer have now been satisfied or waived and,
accordingly, the Offer is unconditional in all respects.
As Pattington and parties acting in concert with it are now
interested in more than 75% of the issued share capital of
Patsystems, Pattington intends to procure that Patsystems applies
to AIM for the cancellation of trading in Patsystems Shares on
AIM.
Following such cancellation, Pattington also intends to procure
that Patsystems re-registers from a public limited company to a
private limited company under the relevant provisions of the
Companies Act 2006.
The Offer will remain open for acceptances until further notice.
At least 14 days' notice will be given prior to the closing of the
Offer to those Patsystems Shareholders who have not then accepted
the Offer.
Levels of acceptance
Prior to making the Offer, Pattington obtained irrevocable
undertakings to accept, or procure the acceptance of, the Offer
from certain Patsystems Shareholders (including from the directors
of Patsystems) in respect of 27,226,272 Patsystems Shares,
representing, in aggregate, approximately 13.32 per cent. of the
existing issued share capital of Patsystems. In addition,
Pattington obtained letters of intent to accept the Offer in
respect of 16,869,432 Patsystems Shares, representing approximately
8.25 per cent. of the existing issued share capital of Patsystems.
As at 3:00 p.m. (London time) on 25 January 2012, valid acceptances
had been received in respect of all Patsystems Shares subject to
irrevocable undertakings and letters of intent, representing 21.57
per cent. of the existing issued share capital of Patsystems.
As at 3 p.m. (London time) on 25 January 2012, valid acceptances
had been received in respect of a further 84,519,541 Patsystems
Shares, representing approximately 41.34 per cent. of the existing
issued share capital of Patsystems.
Taking into account the existing holding of Pattington and
parties acting in concert with it of 57,051,191 Patsystems Shares
(representing approximately 27.91 per cent. of the issued share
capital of Patsystems), Pattington and parties acting in concert
with it are interested in 185,666,436 Patsystems Shares,
representing approximately 90.82 per cent. of the issued share
capital of Patsystems.
The acceptance condition to the Offer as set out in the Offer
Document has therefore been satisfied and, accordingly, the Offer
has been declared unconditional in all respects.
Consideration
Settlement of the consideration due to Patsystems Shareholders
who have provided valid and complete acceptances under the Offer by
3:00 p.m. on 25 January 2012 will be despatched (or in respect of
Patsystems Shares held in uncertificated form, credited through
CREST) not later than 14 days from the date of this announcement.
The consideration due to Patsystems Shareholders who provide valid
and complete acceptances under the Offer after the date of this
announcement will be despatched (or in respect of Patsystems Shares
held in uncertificated form, credited through CREST) within 14 days
of the date on which such acceptances are received or, in the case
of electronic acceptances, made.
Compulsory acquisition, cancellation of trading on AIM and
re-registration as a private company
As set out in the Offer Document, given that Pattington has
received sufficient acceptances, being acceptances in respect of 75
per cent. or more of the voting rights of Patsystems, Pattington
intends to procure that Patsystems applies to AIM for the
cancellation of trading in Patsystems Shares on AIM on 20 business
days' notice. Subject to the cancellation of admission to trading
of Patsystems, Pattington also intends to procure that Patsystems
re-registers from a public limited company to a private limited
company under the relevant provisions of the Companies Act
2006.
Cancellation of the admission of Patsystems Shares to trading on
AIM would significantly reduce the liquidity and marketability of
any Patsystems Shares in respect of which acceptances of the Offer
are not submitted.
As set out in the Offer Document, if Pattington receives
acceptances under the Offer in respect of, or otherwise acquires,
90 per cent. or more of Patsystems Shares to which the Offer
relates, Pattington intends to exercise its rights pursuant to the
relevant provisions of the Companies Act 2006, to acquire
compulsorily the remaining Patsystems Shares in respect of which
the Offer has not been accepted on the same terms as the Offer.
Procedure for acceptance of the Offer
To accept the Offer in respect of certificated Patsystems
Shares, the Form of Acceptance must be completed, signed and
returned together with a definitive share certificate(s) and/or
other document(s) of title as soon as possible and, in any event,
so as to be received by post by Computershare, Corporate Actions
Projects, Bristol, BS99 6AH or (during the hours of 9.00 a.m. to
5.00 p.m. only), or by hand by Computershare at The Pavilions,
Bridgwater Road, Bristol, BS13 8AE as soon as possible. The
procedure for acceptance of the Offer in respect of certificated
Patsystems Shares is set out in paragraph 11(a) of Part II of the
Offer Document and in the accompanying Form of Acceptance.
To accept the Offer in respect of uncertificated Patsystems
Shares, acceptances should be made electronically through CREST so
that the TTE Instruction settles as soon as possible. The procedure
for acceptance of the Offer in respect of uncertificated Patsystems
Shares is set out in paragraph 11(b) of Part II of the Offer
Document.
A Patsystems Shareholder who has any questions about the Offer,
or who is in any doubt as to how to complete the Form of Acceptance
or make an Electronic Acceptance should contact Computershare on
telephone number 0870 707 1246 (or +44 (0) 870 707 1246 from
outside of the UK) from Monday to Friday (other than UK public
holidays). This helpline is available from 9.00 a.m. to 5.00
p.m..
Further Information
Copies of the Offer Document and the Form of Acceptance are
available (during normal business hours) from Computershare,
Corporate Actions Projects, Bristol, BS99 6AH.
Save as disclosed in this announcement, neither Pattington, nor
any person acting in concert with Pattington, is interested in or
has any rights to subscribe for any Patsystems Shares nor does any
such person have any short position (whether conditional or
absolute and whether in the money or otherwise), including any
short position under a derivative or any arrangement in relation to
the Patsystems Shares. For these purposes, "arrangement" includes
any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of Patsystems
Shares and any borrowing or lending of Patsystems Shares which have
not been on-lent or sold and any outstanding irrevocable commitment
or letter of intent with respect to Patsystems Shares.
The expressions used in this announcement, unless the context
otherwise requires, bear the same meaning as in the Offer Document
dated 23 December 2011.
ENQUIRIES
PATTINGTON
Pattington Limited +44 (0) 20 7398 0200
Yohannah Walford, Corporate M&A
Investec, Financial Adviser to Pattington +44 (0) 20 7597 5000
David Currie / Andrew Pinder
Dominic Emery
PATSYSTEMS
Patsystems plc +44 (0) 20 7940 0490
Richard Last, Non-Executive Chairman
David Webber, Chief Executive
Numis, Financial Adviser to Patsystems +44 (0) 20 7260 1000
Michael Meade / Richard Thomas as Nominated
Adviser
David Poutney as Corporate Broker
Threadneedle Communications, PR Advisor
to Patsystems +44 (0) 20 7653 9850
Graham Herring
Josh Royston
Investec Bank Plc, which is authorised and regulated in the
United Kingdom by the Financial Services Authority is acting
exclusively for Pattington and no one else in connection with the
Offer and will not be responsible to anyone other than Pattington
for providing the protections afforded to clients of Investec Bank
Plc or for providing advice in connection with the Offer.
This announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities. The Offer has been
made solely by means of the Offer Document and the Form of
Acceptance (in respect of certificated Patsystems Shares), which
contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted.
Unless otherwise determined by Pattington and permitted by
applicable law and regulation, the Offer has not and will not be
made, directly or indirectly, in or into, or by the use of the
mails or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or
foreign commerce, or any facility of a national securities
exchange, of a Restricted Jurisdiction and the Offer is not and
will not be capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this announcement are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from a Restricted
Jurisdiction and persons receiving this announcement (including,
without limitation, custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
a Restricted Jurisdiction. Doing so may render invalid 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 the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and
observe any applicable requirements
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be published on Pattington's website at
www.pattingtonlimited.com.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
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 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 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 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 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
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