TWT 2Waytraffic

RNS Number:0333S
2JS Productions B.V.
10 April 2008



 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
  FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, OR JAPAN OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
                               SUCH JURISDICTION


10 April 2008


                             Recommended cash offer

                                       by

                              2JS Productions B.V.

       (a wholly-owned group company of Sony Pictures Entertainment Inc.)

                                      for

                                2waytraffic N.V.

OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES.

On 19 March 2008 2JS Productions made an offer for the entire issued and
ordinary share capital of 2waytraffic (the "Offer").

2JS Productions announces that, as at 1.00 p.m. on 9 April 2008, valid
acceptances had been received in respect of a total of 49,310,509 2waytraffic
Shares, representing approximately 37.8 per cent. of the issued share capital of
2waytraffic. This total includes acceptances received in respect of 18,513,805
2waytraffic Shares (representing approximately 14.2 per cent. of the issued
share capital of 2waytraffic) which were subject to irrevocable undertakings
procured by 2JS Productions.

Prior to the announcement of the Offer on 13 March 2008 Kees Abrahams, Taco
Ketelaar, Atharva Investments and Grupo Contenidos separately entered into a
binding Sale and Purchase Agreement with 2JS Productions and CPT Holdings Inc
pursuant to which the Founder Shareholders have agreed to sell, and 2JS
Productions has agreed to purchase, the Founder Shares (representing, in
aggregate, approximately 54 per cent. of the existing issued ordinary share
capital of 2waytraffic). Completion of the Sale and Purchase Agreement is
conditional on the Offer becoming or being declared wholly unconditional.


On 1 April 2JS Productions made a market purchase of 9,355,000 2waytraffic
Shares, representing approximately 7.2 per cent. of the issued share capital of
2waytraffic.

As at 1.00 p.m. on 9 April 2008 there were 455,861 2waytraffic Shares
(representing approximately 0.3 per cent. of the issued share capital of
2waytraffic) in respect of which 2JS Productions had outstanding irrevocable
undertakings.

As at 1.00 p.m. on 9 April 2008, pursuant to the terms of the Sale and Purchase
agreement and the irrevocable undertakings to accept the Offer referred to
above, 2JS Productions had received valid acceptances for, or had acquired or
agreed to acquire a total of 129,481,060 2waytraffic Shares representing
approximately 99.1 per cent. of the existing issued share capital of
2waytraffic.

The Offer has become unconditional as to acceptances. It will remain open for
acceptances until further notice. At least 14 days notice will be given by an
announcement before the Offer is closed. The Offer remains subject to the other
conditions set out in the offer document from 2JS Productions dated 19 March
2008.

If 2waytraffic Shareholders wish to accept the Offer in respect of 2waytraffic
Shares in registered form (i.e. not  represented by depositary interests in
CREST), they must complete the Form of Acceptance in accordance with the 
instructions printed on it and return it by post to Computershare Investor
Services PLC, Corporate Actions Projects,  Bristol, BS99 6AH, United Kingdom or
by hand (during normal business hours) to Computershare Investor Services PLC,
The  Pavilions, Bridgwater Road, Bristol, BS13 8AE, United Kingdom, as soon as
possible.

If 2waytraffic Shareholders wish to accept the Offer and their holdings are
represented by depositary interests (i.e.  in CREST) acceptances should be made
electronically through CREST so that the TTE instruction settles as soon as 
possible.

If 2waytraffic Shareholders are in any doubt as to the procedures for
acceptance, they should telephone the Receiving  Agent on 0870 707 1708 (from
within the UK) or +44 870 707 1708 (from outside the UK).  The terms and
conditions of the  Offer and further details of acceptance procedures are
included in the offer document dated 19 March 2008.


Terms defined in the offer document dated 19 March 2008 have the same meaning in
this announcement.

Enquiries:

2waytraffic                                        Tel: +44 (0) 20 7908 5020
Kees Abrahams, CEO

Investec                                           Tel: +44 (0) 20 7597 5117
Ben Poynter

Jefferies                                          Tel: +44 (0) 20 7029 8000
Jonathan Norman


This announcement does not constitute or form part of an offer for, or
solicitation of any offer for, or invitation to sell or purchase or subscribe
for any securities. The Offer will be made solely by means of the Offer Document
and, in respect of 2waytraffic Shares held in registered form, the Form of
Acceptance accompanying the Offer Document which will contain the full terms and
conditions of the Offer, including details of how it may be accepted.

Jefferies is acting exclusively for 2JS Productions and Sony Pictures
Entertainment Inc. and no one else in connection with the Offer and will not be
responsible to anyone other than 2JS Productions and Sony Pictures Entertainment
Inc. for providing the protections afforded to clients of Jefferies nor for
providing advice in relation to the Offer or any matter referred to in this
Announcement. Jefferies is authorised and regulated in the United Kingdom by the
Financial Services Authority.

Investec is acting exclusively for 2waytraffic and no one else in connection
with the Offer and will not be responsible to anyone other than 2waytraffic for
providing the protections afforded to clients of Investec nor for providing
advice in relation to the Offer or any matter referred to in this Announcement.
Investec is authorised and regulated in the United Kingdom by the Financial
Services Authority.

The availability of the Offer to 2waytraffic Shareholders who are not resident
in the United Kingdom may be affected by the laws of the relevant jurisdiction
in which they are resident. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable requirements.

The Offer will not be made, directly or indirectly, in or into, and will not be
capable of acceptance in or from, Canada, Australia or Japan. In addition it is
not currently intended that the Offer will be made, directly or indirectly, in
or into, or by use of mails or any means or instrumentality (including, without
limitation, facsimile transmission, telephone or internet) of interstate or
foreign commerce of, or any facilities of a national securities exchange of, the
United States and it is not currently intended that the Offer will be capable of
acceptance by any such use, means, instrumentality or facility or from within
the United States. Accordingly, copies of this Announcement are not being, and
must not be, mailed or otherwise forwarded, distributed or sent in or into or
from the United States, Canada, Australia or Japan. Custodians, nominees and
trustees should observe these restrictions and should not send or distribute the
document in or into the United States, Canada, Australia or Japan.



                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
OUPFKCKPKBKBBQK

2 Way Traffic N.V (LSE:TWT)
Historical Stock Chart
From Apr 2024 to May 2024

2 Way Traffic N.V (LSE:TWT)
Historical Stock Chart
From May 2023 to May 2024