TIDMAFN TIDMALP
RNS Number : 9039V
ADVFN PLC
17 July 2009
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN
OR THE REPUBLIC OF SOUTH AFRICA, OR ANY JURISDICTION WHERE TO DO THE SAME WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
17 JULY 2009
RECOMMENDED OFFER
BY
ADVFN PLC ("ADVFN")
FOR THE ENTIRE ISSUED AND TO BE ISSUED ORDINARY SHARE CAPITAL OF
ALL IPO PLC ("ALL IPO")
OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES
LEVEL OF ACCEPTANCES AND EXTENSION OF THE OFFER
On 25 June 2009 ADVFN announced the terms of a recommended offer for the entire
issued and to be issued share capital of ALL IPO (the "Offer"). The document
setting out the full terms and conditions of the Offer (the "Offer Document")
was posted to ALL IPO shareholders on 26 June 2009.
Level of Acceptances
The ADVFN Independent Directors are pleased to announce that as at 1.00 PM
(London Time) on 17 July 2009, being the First Closing Date of the Offer, valid
acceptances of the Offer had been received in respect of 13,019,881 ALL IPO
Shares representing approximately 42.90 per cent of the issued share capital of
ALL IPO, including acceptances for the Cash Alternative in respect of 1,160,026
ALL IPO Shares (representing approximately 3.82 per cent of the issued share
capital of ALL IPO).
This total includes valid acceptances in respect of 5,941,922 ALL IPO Shares
(representing approximately 19.58 per cent of the issued share capital of ALL
IPO) for which ADVFN had received Letters of Intent to accept the Offer and not
the Cash Alternative. Such Letters of Intent represent all of those received by
ADVFN as set out in the Offer Document and were received from the ALL IPO
Independent Directors and from parties acting in concert with ADVFN, being the
ADVFN Directors and On-line Plc.
In addition to the acceptances referred to above, ADVFN holds 11,250,000 ALL IPO
Shares, representing approximately 37.07 per cent of the issued share capital of
ALL IPO.
Accordingly, as at 1.00 PM on 17 July 2009, ADVFN either owned or had received
valid acceptances in respect of 24,269,881 ALL IPO Shares, representing
approximately 79.97 per cent of the issued share capital of ALL IPO.
The ADVFN Independent Directors are pleased to announce that the Acceptance
Condition has therefore been deemed to have been satisfied and that the Offer
has now become unconditional as to acceptances.
Extension of the Offer and the Cash Alternative
The Offer and the Cash Alternative, which remain subject to the terms and
conditions set out in the Offer Document, are being extended and will remain
open for acceptance until further notice. Not less than 14 days' notice in
writing of the closing of the Offer and/or the Cash Alternative will be given to
ALL IPO Shareholders who have not accepted the Offer.
Acceptance of the Offer
ALL IPO Shareholders who have not yet accepted the Offer and who hold ALL IPO
Shares in certificated form (that is, not in CREST) are encouraged to complete,
sign and return the Form of Acceptance, together with share certificates and/or
other documents of title, by hand (during normal business hours) or by post to
Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU as soon as possible.
ALL IPO Shareholders who hold ALL IPO Shares in uncertificated form (that is, in
CREST) are encouraged to accept the Offer electronically through CREST in
accordance with the instructions in the Offer Document as soon as possible.
Full details of how to accept the Offer and the Cash Alternative in respect of
certificated and uncertificated ALL IPO Shares are set out in the Offer Document
and, in the case of certificated ALL IPO Shares, the accompanying Form of
Acceptance. Additional Forms of Acceptance are available whilst the Offer
remains open from Capita Registrars, by post or in person (during normal
business hours) at Capita Registrars, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU or by telephone between 9.00 AM and 5.00
PM Monday to Friday (except UK public holidays) 0871 664 0321 or, if calling
from outside the UK, on +44 20 8639 3399. Calls to the 0871 664 0321 number will
be charged at 10 pence per minute (including VAT) plus the service provider's
network extras. Calls to the helpline from outside the UK will be charged at
applicable international rates.
General
Save as disclosed above, neither ADVFN nor any person acting in concert with
ADVFN for the purposes of the Offer is interested in or has any rights to
subscribe for any ALL IPO Shares nor does any such person have any short
position or any arrangement in relation to ALL IPO Shares. For these purposes
"arrangement" includes any agreement to sell or any dealing obligation or right
to require another person to purchase or take delivery of, and borrowing or
lending of, ALL IPO Shares. An "arrangement" also includes any indemnity or
option arrangement, any agreement or understanding, formal or informal, of
whatever nature, relating to ALL IPO Shares which may be an inducement to deal
or refrain from dealing in such securities. "Interest" includes any long
economic exposure, whether conditional or absolute, to changes in the prices or
securities and a person is treated as having an "interest" by virtue of the
ownership or control of securities, or by virtue of any option in respect of, or
derivative referenced to securities.
Terms used in this announcement shall have the meaning given to them in the
Offer Document dated 26 June 2009, unless the context requires otherwise.
Copies of the Offer Document and the Form of Acceptance are available for
inspection during normal business hours on any business day at the registered
office of ADVFN and ALL IPO at 26 Throgmorton Street, London EC2N 2AN until the
Offer closes.
For further information please contact:
ADVFN PLC
Clem Chambers (Chief Executive)
Michael Hodges (Chairman)
020 7070 0909
Francesca De Franco (PR)
07941 253135
ALL IPO PLC
Robert Clinton (Independent Director)
020 7070 0996
Keith Bayley Rogers & Co Ltd (Financial Adviser to ADVFN)
Hugh Oram
020 3100 8300
Beaumont Cornish Limited (Financial Adviser to ALL IPO)
Roland Cornish/Felicity Geidt
020 7628 3396
This announcement is not intended to be and does not constitute, or form part
of, any offer to sell or invitation to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of, any securities nor shall there be any sale,
issue or transfer of the securities referred to in this announcement. The Offer
will be made solely through the Offer Document, which will contain full terms
and conditions of the Offer.
The ADVFN Independent Directors accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
ADVFN Independent Directors (who have taken all reasonable care to ensure that
such is the case) the information contained in this announcement is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
Keith Bayley Rogers, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for ADVFN and for no one
else in connection with the Offer, and will not be responsible to anyone other
than ADVFN for providing the protections afforded to customers of Keith Bayley
Rogers nor for providing advice in relation to the Offer or any matter referred
to in this document.
Beaumont Cornish, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for ALL IPO (for the
purposes of Rule 3 of the City Code on Takeovers and Mergers) and for no-one
else in connection with the Offer and will not be responsible to anyone other
than ALL IPO for providing the protections afforded to clients of Beaumont
Cornish nor for providing advice in relation to the Offer or any matter referred
to in this document.
This announcement has been prepared for the purpose of complying with English
Law and the Takeover 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 of jurisdictions outside the UK.
Any person (including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the Offer Document and/or any
other related document to any jurisdiction outside the UK should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their before taking
OVERSEAS TERRITORIES
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdiction. Persons who
are not resident in the United Kingdom should inform themselves about, and
observe, any applicable legal or regulatory requirements. If you are in any
doubt about your position, you should consult your legal adviser in the relevant
territory without delay.
The Offer is not being made, directly or indirectly, in or into the United
States, Canada, Australia, Japan or the Republic of South Africa. Accordingly,
copies of this announcement and any related documents 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 and/or any related document (including, without limitation,
nominees, trustees and custodians) 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.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of ALL IPO or ADVFN, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Offers become, or are declared, unconditional as to
acceptances, lapse or are otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of ALL IPO or ADVFN, they will be deemed to be a single person for
the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of ALL IPO or of ADVFN by ADVFN or by ALL IPO or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise for the purposes of Rule 8, in summary, when a
person has long economic exposure, whether absolute or conditional, to changes
in the price of securities. A person who only has a short position in securities
will not be treated as interested in those securities. In particular, a person
will be treated as having an interest in securities if: (i) he owns them; (ii)
he has the right (whether conditional or absolute) to exercise or direct the
exercise of the voting rights attaching to them or has general control of them;
(iii) by virtue of any agreement to purchase, option or derivative, he has the
right or option to acquire them or call for their delivery or is under an
obligation to take delivery of them, whether the right, option or obligation is
conditional or absolute and whether it is in the money or otherwise; or (iv) he
is party to any derivative whose value is determined by reference to its price
and which results, or may result, in his having a long position in it.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013. If
you are in any doubt as to whether or not you are required to disclose a
"dealing" under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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