TIDMPTS
RNS Number : 7742X
Pattington Limited
21 February 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
21 February 2012
Embargoed for release at 7 a.m.
Recommended cash offer
by Pattington Limited ("Pattington")
for Patsystems plc ("Patsystems")
COMPULSORY ACQUISITION OF THE REMAINING PATSYSTEMS SHARES
On 26 January 2012, Pattington announced that its recommended
cash offer for the entire issued and to be issued ordinary share
capital of Patsystems not already held by Pattington (the "Offer")
had been declared unconditional in all respects. 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 it now holds
or has agreed to acquire approximately 94.02% of Patsystems Shares
to which the Offer relates and intends to exercise its rights
pursuant to sections 974 to 991 (inclusive) of the Companies Act
2006. Pattington now holds approximately 95.69% of the Patsystems
Shares.
Accordingly, Pattington will shortly be posting statutory
notices under section 980(1) of the Companies Act 2006 to
Patsystems Shareholders who have not yet validly accepted the
Offer, informing such Patsystems Shareholders that it will
compulsorily acquire their Patsystems Shares under the provisions
of sections 974 to 991 of the Companies Act 2006. The compulsory
acquisition procedure is expected to be completed on, or shortly
after 6 April 2012.
As set out in its announcement on 30 January 2012 Patsystems has
applied to AIM for the cancellation of trading in Patsystems Shares
on AIM. Such cancellation is expected to take effect on 28 February
2012. 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
As at 3 p.m. (London time) on 20 February 2012, valid
acceptances had been received in respect of 138,739,026 Patsystems
Shares, representing approximately 94.02% of Patsystems Shares to
which the Offer relates.
Consideration
Settlement of the consideration due to Patsystems Shareholders
who have provided valid and complete acceptances under the Offer
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.
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.
The Patsystems Shares of held by a Patsystems Shareholder who
has not or does not accept the Offer will be compulsory acquired in
accordance with the relevant provisions of the Companies Act
2006.
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
David Webber, Chief Executive
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
END
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