TIDMPRW
RNS Number : 3593Z
NetDragon Websoft Inc
17 September 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
For immediate release
17 September 2015
RECOMMENDED CASH OFFER
for
PROMETHEAN WORLD PLC
by
DIGITAL TRAIN LIMITED
an indirect non wholly-owned subsidiary of
NETDRAGON WEBSOFT INC.
Unconditional announcement, notice of delisting, cancellation of
trading of Promethean Shares and launch of compulsory acquisition
procedure
On 10 July 2015, the Boards of NetDragon Websoft Inc.
("NetDragon") and Promethean World plc ("Promethean") announced
that they had reached agreement on the terms of a recommended cash
offer to be made 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"). The full terms and conditions and the procedures for
acceptance of the Offer are set out in the offer document which was
published and sent to Promethean Shareholders by Digital Train on 6
August 2015 (the "Offer Document"). On 7 September 2015, NetDragon
announced that the Offer had become unconditional as to
acceptances.
NetDragon is pleased to announce that a resolution approving the
Offer was passed by the NetDragon Shareholders at the NetDragon
General Meeting held in Hong Kong earlier today, meaning that the
Condition relating to NetDragon Shareholder approval has now been
satisfied. As the Acceptance Condition had previously been
satisfied and no other Conditions to the Offer remain outstanding,
the Offer is now unconditional in all respects.
The Offer will remain open for acceptance until 1.00 p.m.
(London time) on 1 October 2015.
The chairman of Promethean, Philip Rowley, and the non-executive
directors of Promethean, Graham Howe, Lord Puttnam, Jackie Yeaney
and Judy Verses, have today all resigned as directors of Promethean
with immediate effect.
Delisting, cancellation of trading and re-registration
As set out in the Offer Document, as the Offer has become
unconditional in all respects and Digital Train has acquired
Promethean Shares representing more than 75 per cent. of the voting
rights of Promethean, Digital Train intends to procure the making
of an application by Promethean for cancellation, respectively, of
the trading in Promethean Shares on the London Stock Exchange's
main market for listed securities (the "Main Market") and of the
listing of the Promethean Shares on the Official List.
The cancellation of listing of Promethean Shares on the Official
List and admission to trading of Promethean Shares on the Main
Market is expected to take effect on or around 16 October 2015.
Such cancellation and admission to trading will significantly
reduce the liquidity and marketability of any Promethean Shares
and/or Promethean Shares held in uncertificated form not assented
to the Offer.
Once such cancellation and admission to trading occurs,
Promethean will be re-registered as a private company under the
relevant provisions of the Companies Act.
Compulsory acquisition
As set out in the Offer Document, as NetDragon and Digital Train
have received acceptances under the Offer in respect of more than
90 per cent. of the existing issued ordinary share capital of
Promethean by nominal value and voting rights attached to such
shares, Digital Train will now commence the procedures available to
it under sections 974 to 991 (inclusive) of the Companies Act to
acquire compulsorily any remaining Promethean Shares to which the
Offer relates on the same terms as the Offer. Notice will be sent
to non-accepting shareholders informing them of the compulsory
acquisition of their Promethean Shares by Digital Train.
Level of acceptances
As at 3.00 p.m. (London time) on 16 September 2015, NetDragon
and Digital Train have received valid acceptances of the Offer in
respect of 194,850,329 Promethean Shares, representing 95.88 per
cent. of the existing issued ordinary share capital of
Promethean.
Actions to be taken
Settlement of the consideration due to Promethean Shareholders
who have provided valid and complete acceptances under the Offer by
1.00 p.m. (UK time) on 17 September 2015 will be despatched (or in
respect of Promethean Shares held in uncertificated form, credited
through CREST) not later than 14 days from the date of this
announcement. The consideration due to Promethean Shareholders who
provide valid and complete acceptances under the Offer after the
date of this announcement will be dispatched (or in respect of
Promethean 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.
Promethean Shareholders who have not yet accepted the Offer are
encouraged to do so without delay in accordance with the following
procedures:
If you hold Promethean Shares in certificated form: If you hold
your Promethean Shares, or any of them, in certificated form (that
is, NOT in CREST), to accept the Offer in respect of those
Promethean Shares, you should complete, sign and return the Form of
Acceptance along with your valid share certificate(s) and/or any
other relevant documents of title as soon as possible, so as to be
received by post or by hand (during normal business hours only) to
the Receiving Agent, Equiniti Limited, at Aspect House, Spencer
Road, Lancing, West Sussex, BN99 6DA. Further details on the
procedures for acceptance of the Offer if you hold any of your
Promethean Shares in certificated form are set out in paragraph
16.1 of Part 2 of the Offer Document and in the Form of
Acceptance.
If you hold Promethean Share in uncertificated form: If you hold
your Promethean Shares, or any of them, in uncertificated form
(that is, in CREST), to accept the Offer in respect of those
Promethean Shares, you should follow the procedure for Electronic
Acceptance through CREST so that the TTE instruction settles as
soon as possible. Further details on the procedures for acceptance
of the Offer if you hold any of your Promethean Shares in
uncertificated form are set out in paragraph 16.2 of Part 2 of the
Offer Document. If you hold your Promethean Shares as a CREST
sponsored member, you should refer acceptance of the Offer to your
CREST sponsor as only your CREST sponsor will be able to send the
necessary TTE instruction to Euroclear.
Promethean Shareholders who do not accept the Offer will have
their Promethean Shares compulsorily acquired but will have to wait
for the Companies Act process to conclude before receiving their
consideration.
If a Promethean Shareholder requires assistance in completing
their Form of Acceptance (or wish to obtain an additional Form of
Acceptance), or have questions in relation to making an electronic
acceptance, please contact the Receiving Agent, Equiniti Limited,
on 0871 384 2412 from within the UK or on +44 121 415 0845 if
calling from outside the UK. 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.
Full details on how to accept the Offer are set out in the Offer
Document, a copy of which is available on Promethean's website at
http://www.prometheanworld.com and on NetDragon's website at
http://ir.netdragon.com/.
Unless stated otherwise, terms used in this announcement have
the meanings given to them in the Offer Document.
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
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.
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.
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