TIDMPRW
RNS Number : 3772X
NetDragon Websoft Inc
28 August 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE IT
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH
JURISDICTION
28 August 2015
RECOMMENDED CASH OFFER
for
PROMETHEAN WORLD PLC
by
DIGITAL TRAIN LIMITED
an indirect non wholly-owned subsidiary of
NETDRAGON WEBSOFT INC.
Offer update and extension of the Offer
On 6 August 2015, the Boards of NetDragon Websoft Inc.
("NetDragon") and Promethean World plc ("Promethean") announced
that the offer document (the "Offer Document"), which contains,
among other things, the full terms and conditions of the
recommended cash offer by Digital Train Limited ("Digital Train"),
an indirect non wholly-owned subsidiary of NetDragon, for the
entire issued and to be issued ordinary share capital of Promethean
(the "Offer") and the procedures for acceptance of the Offer, was
being posted that day to Promethean Shareholders, together with the
Form of Acceptance. The Offer Document was also being posted, for
information purposes only, to participants in the Promethean Share
Schemes.
NetDragon confirms that as at 1.00 p.m. (London time) on 27
August 2015 (the "First Closing Date"), the Offer has not become
unconditional as to acceptances and still remains subject to the
Conditions set out in the Offer Document. Accordingly, the Offer
cannot be declared unconditional in all respects at this stage.
Level of acceptances
As at the First Closing Date, NetDragon and Digital Train have
received valid acceptances of the Offer in respect of 180,603,109
Promethean Shares, representing 88.87 per cent. of the existing
issued ordinary share capital of Promethean.
Extension of the Offer
The Offer, which remains subject to the terms and conditions set
out in the Offer Document, is being extended and will remain open
for acceptance until the next closing date, which will be 1.00 p.m.
on 15 September 2015.
Should there be any further extension of the Offer, this will be
publicly announced by 8.00 a.m. (London time) on the Business Day
following the day on which the Offer is otherwise due to expire, or
such later time as the Panel may agree.
Promethean Shareholders who have not yet accepted the Offer are
urged to do so by the following deadlines:
-- to accept the Offer in respect of certificated Promethean
Shares, the Form of Acceptance should be completed, signed and
returned as soon as possible, and in any event so as to be received
by the Receiving Agent, Equiniti Limited, no later than 1.00 p.m.
(London time) on 15 September 2015; or
-- to accept the Offer in respect of uncertificated Promethean
Shares, acceptances should be made electronically through CREST so
that the TTE Instruction settles as soon as possible and in any
event no later than 1.00 p.m. (London time) on 15 September 2015.
If you are a CREST sponsored member, you should refer to your CREST
sponsor as only your CREST sponsor will be able to send the
necessary TTE Instruction to Euroclear.
The procedure for acceptance of the Offer is set out on page 14
of the Offer Document, Part C and Part D of Appendix I to the Offer
Document and, in respect of Promethean Shares held in certificated
form, in the Form of Acceptance.
The Offer Document and a specimen Form of Acceptance are
available on NetDragon's website at http://ir.netdragon.com/.
Further copies of the Offer Document and the Form of Acceptance may
be obtained by contacting Equiniti Limited, the Receiving Agent, on
0871 384 2412 from within the UK (or on +44 (0)121 415 0845 if
calling from outside the UK) with an address to which the hard copy
may be sent. Calls to the 0871 384 2412 number cost 8 pence per
minute (excluding VAT), plus network extras. Lines are open 8.30
a.m. to 5.30 p.m. (London time) Monday to Friday. Calls to the
helpline from outside the UK will be charged at the applicable
international rate. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored
for security and training purposes. The helpline cannot provide
advice on the merits of the Offer nor give any financial, legal or
tax advice.
Terms used in this announcement have the meanings given to them
in the Offer Document unless stated otherwise.
Enquiries:
NetDragon and Digital Train
Simon Leung, Vice Chairman +852 285 078 28
Ben Yam, Chief Financial Officer
VSA Capital (financial adviser to NetDragon and Digital
Train)
Andrew Raca +44 (0)203 005 5000
James Asensio
Promethean
Philip Rowley, Chairman +44 (0)1254 298 598
Jim Marshall, Chief Executive Officer
Gleacher Shacklock (financial adviser to Promethean)
Edward Cumming-Bruce +44 (0)207 484 1150
Citigate Dewe Rogerson Consultancy (public relations adviser to
Promethean)
Anthony Carlisle +44 (0)7973 611 888
Important notices relating to financial advisers
VSA Capital, which is regulated by the Financial Conduct
Authority in the UK, is acting exclusively for NetDragon and
Digital Train and no one else in connection with the Offer and will
not be responsible to anyone other than NetDragon or Digital Train
for providing protections afforded to its clients or providing
advice in relation to the Offer or any other matter referred to in
this announcement.
Gleacher Shacklock, which is regulated by the Financial Conduct
Authority in the UK, is acting exclusively for Promethean and no
one else in connection with the Offer and will not be responsible
to anyone other than Promethean for providing protections afforded
to its clients or providing advice in relation to the Offer or any
other matter referred to in this announcement.
Further information
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer will be made solely by means
of the Offer Document and the Form of Acceptance, which will
contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Any decision in respect
of, or other response to, the Offer should be made only on the
basis of the information contained in those documents.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange,
the Listing Rules and the 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 and
regulations of any jurisdiction outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom or the United States
and the ability of Promethean Shareholders who are not resident in
the United Kingdom or the United States to participate in the Offer
may be affected by the laws of relevant jurisdictions. Therefore
any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or the United States or Promethean
Shareholders who are not resident in the United Kingdom or the
United States will need to inform themselves about, and observe,
any applicable legal or regulatory requirements. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Offer disclaim any responsibility for liability for
the violation of such restrictions by any person.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality of interstate or foreign
commerce of, or any facility of a national state or other
securities exchange of any Restricted Jurisdiction, unless
conducted pursuant to an exemption from the applicable securities
laws of such Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction except
pursuant to an exemption from the applicable securities laws of
such Restricted Jurisdiction and persons receiving this
announcement (including, without limitation, agents, nominees,
custodians and trustees) must not distribute, send or mail it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this announcement and/or the Offer Document and/or any
other related document to a jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
Notice to US holders of Promethean Shares
(MORE TO FOLLOW) Dow Jones Newswires
August 28, 2015 02:01 ET (06:01 GMT)
The Offer is being made for the securities of an English company
with a listing on the London Stock Exchange. The Offer is subject
to UK disclosure requirements, which are different from certain
United States disclosure requirements. The financial information on
Promethean, NetDragon and Digital Train included in this
announcement, if any, has been prepared in accordance with IFRS,
thus neither may be comparable to financial information of US
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States.
The Offer is being made in the United States pursuant to the
applicable US tender offer rules and otherwise in accordance with
the requirements of the Code. Accordingly, the Offer will be
subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the Offer by a US holder of
Promethean Shares may be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as
well as foreign and other, tax laws. Each Promethean Shareholder is
urged to consult his independent professional adviser immediately
regarding the tax consequences of accepting the Offer.
The Offer will be made in the United States by Digital Train and
no one else. Neither VSA Capital nor Gleacher Shacklock nor any of
their respective affiliates, will be making the Offer in the United
States.
It may be difficult for US holders of Promethean Shares to
enforce their rights and any claim arising out of the US federal
securities laws since NetDragon, Digital Train and Promethean are
incorporated under the laws of countries other than the United
States and some or all of their officers and directors are
residents of non-US jurisdictions. In addition, a substantial
amount of Promethean's assets are located outside the United
States. US holders of Promethean Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgment.
To the extent permitted by applicable law, in accordance with
normal UK market practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, NetDragon, Digital Train or their nominees or brokers
(acting as agents) or their respective affiliates may from time to
time make certain purchases of, or arrangements to purchase, shares
or other securities in Promethean, other than pursuant to the
Offer, at any time before or during the period in which the Offer
remains open for acceptance. These purchases may occur either in
the open market at prevailing prices or in private transactions at
negotiated prices. Any such purchases, or arrangements to purchase,
will comply with all applicable UK rules, including the Code, the
rules of the London Stock Exchange and Rule 14e-5 under the US
Exchange Act to the extent applicable. To the extent required by
applicable law (including the Code), any information about such
purchases will be disclosed on a next day basis to the Panel and a
Regulatory Information Service including the Regulatory News
Service on the London Stock Exchange website,
www.londonstockexchange.com.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement) contains statements about
Promethean, NetDragon and Digital Train which are, or may be deemed
to be, "forward-looking statements" and which are prospective in
nature. All statements other than statements of historical fact
included in this announcement may be forward-looking statements.
They are based on current expectations and projections about future
events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "plans", "expects", "is
expected", "is subject to", "budget", "scheduled", "estimates",
"forecasts", "predicts", "intends", "anticipates", "believes",
"targets", "aims", "projects", "future-proofing" or words or terms
of similar substance or the negative of such words or terms, as
well as variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations. Forward-looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Promethean's,
NetDragon's or Digital Train's operations and potential synergies
resulting from the Offer; and (iii) the effects of global economic
conditions on Promethean's, NetDragon's or Digital Train's
business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of NetDragon,
Digital Train or Promethean to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. Important factors that could cause
actual results, performance or achievements of NetDragon, Digital
Train or Promethean to differ materially from the expectations of
NetDragon, Digital Train or Promethean, as applicable, include,
among other things: UK domestic and global economic and business
conditions; the ability to access sufficient funding to meet
NetDragon's, Digital Train's or Promethean's liquidity needs; risks
concerning borrower or counterparty credit quality; instability in
the global financial markets, including Eurozone instability and
the impact of any sovereign credit rating downgrade or other
sovereign financial issues; market-related risks including in
relation to interest rates and exchange rates; changing
demographics and market-related trends; changes in customer
preferences; changes to laws, regulation, accounting standards or
taxation, including changes to regulatory capital or liquidity
requirements; the policies and actions of governmental or
regulatory authorities in the UK, the European Union, the United
States or other jurisdictions in which NetDragon, Digital Train or
Promethean operate; the ability to attract and retain senior
management and other employees; the extent of any future impairment
charges or write-downs caused by depressed asset valuations, market
disruptions and illiquid markets; the effects of competition and
the actions of competitors. Each of NetDragon, Digital Train and
Promethean and each of their respective members, directors,
officers, employees, advisers and persons acting on their behalf,
expressly disclaims any intention or obligation to update or revise
any forward-looking or other statements contained in this
announcement, whether as a result of new information, future events
or otherwise, except as required by applicable law.
No member of NetDragon, Digital Train or Promethean, or any of
their respective associates, directors, officers, employees or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. You are cautioned not to place undue reliance on these
forward-looking statements.
Other than in accordance with its legal or regulatory
obligations, none of NetDragon, Digital Train or Promethean is
under any obligation and NetDragon, Digital Train and Promethean
each expressly disclaim any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Except as expressly provided in this announcement, no
forward-looking or other statements have been reviewed by the
auditors of NetDragon, Digital Train or Promethean. All subsequent
oral or written forward-looking statements attributable to any
member of NetDragon, Digital Train or Promethean, or any of their
respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary
statement above.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for NetDragon, Digital Train or Promethean, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for NetDragon, Digital Train or Promethean, as
appropriate.
Disclosure requirements of the Code
(MORE TO FOLLOW) Dow Jones Newswires
August 28, 2015 02:01 ET (06:01 GMT)
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