TIDMPGB
RNS Number : 8791Z
Pilat Media Global PLC
12 February 2014
Pilat Media Global plc
("Pilat" or the "Company")
Posting of Scheme Document
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OF FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
On 16 January 2014 the Boards of Sintec Media Ltd.,
("SintecMedia"), Sintec Media Software Ltd., ("SMS") and Pilat
announced the terms of a recommended proposal under which
SintecMedia and its wholly owned subsidiary SMS will acquire for
cash the entire issued and to be issued share capital of Pilat not
already owned by SintecMedia (the "Acquisition"). It is intended
that the Acquisition will be effected by means of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
The Company announces that it is today posting a scheme document
to shareholders (the "Scheme Document") together with the Forms of
Proxy, the Israeli Tax Declaration Form and the Currency Request
Form to Pilat Shareholders and, for information only, to the
holders of options and awards under the Pilat Share Schemes. The
Scheme Document contains further information on the Scheme and
includes notice of the Court Meeting and the General Meeting to be
held at 10.00 am and 10.15 am respectively on Friday 14 March 2014
at the offices of Berwin Leighton Paisner LLP, Adelaide House,
London Bridge, London EC4R 9HA. Subject to the requisite approvals
being obtained at the Court Meeting and the General Meeting and the
sanction of the Court, it is currently expected that the Scheme
will become effective on Thursday 3 April 2014.
Full details of the Court Meeting and the General Meeting and
further details of the Scheme and the terms and conditions of the
Acquisition are all set out in the Scheme Document.
Expected timetable of principal events:
The following indicative timetable sets out expected dates for
implementation of the Scheme.
Event Time and/or Date
Expected announcement date of the audited 28 February 2014
financial results of the Group for
the year ended 31 December 2013
Last time for lodging Forms of Proxy
for the:
Court Meeting (WHITE Form of Proxy) 10.00 a.m. on 12 March
2014(1)
General Meeting (BLUE Form of Proxy 10.15 a.m. on 12 March
2014(2)
Voting Record Time 6.00 p.m. on 12 March
2014(3)
Court Meeting 10.00 a.m. on 12 March
2014
General Meeting 10.15 a.m. on 12 March
2014(4)
The following dates, other than the Long Stop Date, are subject
to change (please see note 5 below):
Last time for requesting transfer of 6.00 p.m. on 20 March
Ordinary Shares between (i) CREST/certificated 2014
form and (2) the TASE (and vice-versa)
Court Hearing to sanction the Scheme 31 March 2014
Court Hearing to sanction the Capital 2 April 2014
Reduction
Last day of dealings in, and for registration 2 April 2014
of transfer of, and disablement in
CREST of, Ordinary Shares
Last time for returning the Israeli 6.00 p.m. on 2 April 2014
Tax Declaration Form and Currency Request
Form
Scheme Record Time 6.00 p.m. on 2 April 2014
Effective Date 3 April 2014
Cancellation of admission to trading 7.00 a.m. on 3 April 2014
of Ordinary Shares on AIM
Dealings in Ordinary Shares suspended 9.30 a.m. on 3 April (Israel
on the TASE pending cancellation of time) 2014
TASE admission
Latest date for despatch of cheques 17 April 2014
and settlement through CREST
Long Stop Date 30 April 2014
All references in this document to times are to times in London
(unless otherwise stated).
The Court Meeting and the General Meeting will each be held at
the offices of Berwin Leighton Paisner LLP, Adelaide House, London
Bridge, London EC4R 9HA.
Notes:
1. It is requested that the WHITE Form of Proxy for the Court
Meeting be lodged before 10.00 a.m. on 12 March 2014 (or in the
case of any adjournment, 48 hours before the time fixed for the
holding of the adjourned meeting). WHITE Forms of Proxy not
so lodged may be handed to the Chairman of the Court Meeting
before the taking of the poll at the Court Meeting. If either the
Court Meeting or the General Meeting is adjourned, the Voting
Record Time for the adjourned meeting will be 6.00 p.m. on the date
two days before the date set for the adjourned meeting.
2. The BLUE Form of Proxy for the General Meeting must be lodged
before 10.15 a.m. on 12 March 2014 in order for it to be valid,
or, if the General Meeting is adjourned, not later than 48 hours
before the time fixed for the holding of the adjourned meeting.
The BLUE Form of Proxy cannot be handed to the Chairman of the
General Meeting at that meeting.
3. If the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the adjourned meeting will be 6.00 p.m. on
the day which is two days before the adjourned meeting.
4. Or as soon thereafter as the Court Meeting shall have been
concluded or adjourned.
5. These times and dates are indicative only and will depend,
among other things, on the date on which the conditions are
either
satisfied, or (if capable of waiver) waived, and the dates upon
which the Court sanctions the Scheme and confirms the
associated
Capital Reduction. It will also depend on when the Court Orders
sanctioning the Scheme and confirming the Capital Reduction
and, in relation to the Capital Reduction, the statement of
capital are delivered to, the Registrar of Companies. Pilat will
give
notice of any change(s) by issuing an announcement through an
RIS in the UK and an immediate report on the TASE in Israel
and, if required by the Panel, post notice of any change(s) to
UK Shareholders and, for information only, to participants in the
Share Option Schemes.
Capitalised terms not otherwise defined in this announcement,
shall have the same meanings as set out on the Scheme Document.
A copy of this announcement, the Scheme Document and the
documents listed in paragraph 12 of Part 5 of the Scheme Document
will be available will be available, free of charge, on Pilat's and
SintecMedia's websites at http://www.pilatmedia.com and
http://www.sintecmedia.com respectively during the course of the
Acquisition.
Enquiries:
SintecMedia Ltd./Sintec Media Software Ltd. Tel: +972 (2)
651-5122
Amotz Yarden, Chief Executive Officer
Shlomo Freidenreich, Chief Financial Officer
Cairn Financial Advisers LLP Tel: +44 (0)20 7148 7900
(Financial Adviser to SintecMedia and SMS)
Liam Murray
Avi Robinson
Pilat Media Global plc Tel: +44 (0)20 8782 0700
Avi Engel, Chief Executive Officer
Martin Blair, Chief Financial Officer
Shore Capital and Corporate Limited Tel: +44 (0)20 7408 4090
(Financial Adviser to Pilat)
Dru Danford
Patrick Castle
Abchurch Tel: +44 (0)20 7398 7719
(Public Relations Adviser to Pilat)
Henry Harrison-Topham
Jamie Hooper
Cairn, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for SMS and
SintecMedia and no one else in connection with the Scheme and the
matters referred to in this announcement. Cairn will not be
responsible to any person other than SMS and SintecMedia for
providing the protections afforded to clients of Cairn, nor for
providing advice in relation to the Scheme or any other matter
referred to in this announcement.
Shore Capital, which is authorised and regulated in the UK by
the Financial Conduct Authority, is acting exclusively for Pilat
and no one else in connection with the Scheme and the matters
referred to in this announcement. Shore Capital will not be
responsible to any person other than Pilat for providing the
protections afforded to clients of Shore Capital, nor for providing
advice in relation to the Scheme or any other matter referred to in
this announcement.
Please note that addresses, electronic addresses and certain
other information provided by Pilat Shareholders and other relevant
persons for the receipt of communications from Pilat may be
provided to an offeror as required under the Takeover Code. This
announcement is for information purposes only and does not
constitute, or form part of, an offer to sell nor an invitation to
subscribe for or purchase any securities nor the solicitation of an
offer to buy securities pursuant to the Scheme or otherwise. The
Scheme will be effected solely by means of the Scheme Document,
which will contain the full terms and conditions of the Scheme,
including details of how to vote in favour of the Scheme. Pilat,
SintecMedia and SMS urge Pilat Shareholders to read the Scheme
Document (with the exception of certain Scheme Shareholders in
Restricted Jurisdictions), as it contains important information
relating to the Scheme.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by SintecMedia and SMS or required
by the Code, and permitted by applicable law and regulation, the
Scheme will not be made available, directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Scheme by any means, instrumentality or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and all other documents relating to the Scheme
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this announcement and all
other documents relating to the Scheme (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The availability of the Scheme to Pilat Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements.
Further details in relation to overseas Pilat Shareholders are
contained in the Scheme Document.
Not a profit forecast
No statement in this announcement is intended as a profit
forecast or profit estimate and no statement in this announcement
should be interpreted to mean that the future earnings per share of
Pilat for current or future financial years will necessarily match
or exceed the historical or published earnings per share of
Pilat.
Publication on website
A copy of this announcement will be made available, free of
charge but subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at www.sintecmedia.com and
www.pilatmedia.com by no later than 12 noon (London time) on the
Business Day following the date of this announcement.
Neither the content of the websites referred to in this
announcement nor the content of any website accessible from
hyperlinks on SintecMedia's or Pilat's website (or any other
website) is incorporated into, or forms part of, this
announcement.
Any person who has received this announcement in electronic form
or by means of a website publication may request a copy of this
announcement in hard copy form and may request that all future
documents, announcements and information sent to him in relation to
the offer be in hard copy form. Unless so requested, a hard copy of
this announcement will not be sent to you. This announcement and
all future documents, announcements and information can be
requested in hard copy form (free of charge), by submitting a
request in writing to Cairn Financial Advisers LLP, 61 Cheapside,
London EC2V 6AX or by calling Cairn Financial Advisers LLP on 020
7148 7800.
If you are in any doubt about the Scheme, the contents of this
announcement or what action you should take, you are recommended to
seek your own personal financial advice immediately from your
stockbroker, bank manager, solicitor, accountant or other
independent professional adviser duly authorised under the
Financial Services and Markets Act 2000 if you are resident in the
UK or, if you are resident outside the UK, from another
appropriately authorised independent financial adviser.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange 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 securities exchange 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
securities exchange 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 securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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 securities exchange 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
securities exchange 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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