TIDMTHAL TIDMRSI
RNS Number : 5413A
Thalassa Holdings Limited
02 April 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
2 April 2012
PARTIAL CASH AND SHARES OFFER
for
Rock Solid Images Plc ("RSI")
by
Thalassa Holdings Ltd ("Thalassa")
Summary
-- Thalassa is pleased to announce that it will be making a
partial cash offer, with the Thalassa Shares Alternative, to RSI
Shareholders pursuant to which Thalassa will offer to acquire up to
40,952,521 RSI Shares, representing approximately 25.89 per cent.
of the entire issued ordinary share capital of RSI (the "Partial
Offer"). Following the Partial Offer, if the Thalassa Shares
Alternative is accepted in full, Thalassa, together with its
existing shareholding of 6,342,322 RSI Shares, will hold 47,295,496
RSI Shares, representing approximately 29.90 per cent. of the
entire issued ordinary share capital of RSI.
-- Under the terms of the Partial Offer, which will be subject
to the Conditions and further terms set out in Appendix I to this
announcement and to be set out in the Offer Document, Qualifying
RSI Shareholders will be entitled to receive:
for each RSI Share acquired in the Partial Offer 0.48 pence in
cash (the "Cash Offer") or, at the election of RSI Shareholders, 1
New Thalassa Share for every 43 RSI Shares held (the "Thalassa
Shares Alternative").
-- The value of the Thalassa Shares Alternative is a 50% premium
to the value of the Cash Offer, based on the closing price of
Thalassa Shares on 29 March 2012.
-- Thalassa and RSI both operate in the seismic industry;
Thalassa is involved in obtaining seismic data and RSI in
interpreting seismic data. The Thalassa board wish to explore
opportunities for the two firms to collaborate in offering their
combined services to the existing customer bases.
-- Thalassa considers the Partial Offer to be the best way
available to it to provide strategic support to RSI through an
increased shareholding which Thalassa hopes will strengthen RSI's
competitive position and demonstrate Thalassa's long term
commitment to RSI.
-- With RSI Shareholders effectively being faced with no ability
to realise their investment once RSI's AIM quotation is terminated,
Thalassa believes that the Thalassa Shares Alternative delivers
continued participation in an AIM quoted company operating in the
same sector with a substantial minority stake in RSI.
-- In the event that RSI Shareholders elect to take the Thalassa
Shares Alternative in full, they would in aggregate hold
approximately 7.5% of the enlarged issued share capital of
Thalassa.
-- The Cash Offer of 0.48 pence is based on the weighted average
Closing Price of RSI Shares from the 12 March 2012 (being the date
on which RSI announced its intention to terminate its AIM
quotation) to 29 March 2012 (the last practicable day prior to the
announcement of this Partial Offer) and values the RSI Shares
subject to the Partial Offer at approximately GBP197,832. The Cash
Offer represents:
-- a premium of 28.4 per cent. to 0.38pence, being the weighted
average Closing Price for RSI Shares in the period between 12 March
2012 (being the day RSI indicated its intention to seek the
cancellation of its AIM admission) and 26 March 2012, being the day
before Thalassa declared its initial stake in RSI.
-- a discount of 51.7 per cent. to 1.0 pence, being the Closing
Price on 29 March 2012 (being the last practicable Business Day
prior to the commencement of the Offer Period);
-- a discount of 49.3 per cent. to 0.95 pence, being the
weighted average Closing Price over the three months from 29
December 2011 to 29 March 2012 (being the last practicable Business
Day prior to the commencement of the Offer Period); and
-- a discount of 91.9 per cent. to 6.0 pence, being the Closing
Price on 4 April 2011 (being the highest Closing Price during the
52 weeks prior to the commencement of the Offer Period).
-- The Thalassa Shares Alternative is based on the closing price
of Thalassa Shares on 29 March 2012 (the last practicable day prior
to the announcement of this Partial Offer) and 0.72 pence for the
RSI Shares, being a 50% premium to the Cash Offer, and values the
RSI Shares subject to the Partial Offer at approximately
GBP296,749. The Thalassa Shares Alternative represents:
-- a discount of 27.5 per cent. to 1.0 pence, being the Closing
Price on 29 March 2012 (being the last practicable Business Day
prior to the commencement of the Offer Period);
-- a discount of 23.9 per cent. to 0.95 pence, being the
weighted average Closing Price over the three months from 29
December 2011 to 29 March 2012 (being the last practicable Business
Day prior to the commencement of the Offer Period); and
-- a discount of 87.9 per cent. to 6.0 pence, being the Closing
Price on 4 April 2011 (being the highest Closing Price during the
52 weeks prior to the commencement of the Offer Period).
-- To the extent that Qualifying RSI Shareholders accept the
Cash Offer and/or the Thalassa Shares Alternative in excess of
40,952,521 RSI Shares, being the total amount of RSI Shares that
Thalassa can acquire under the Partial Offer, then all acceptances
of the Partial Offer shall be scaled back pro-rata.
-- Thalassa is a holding company, quoted on AIM, which through
its subsidiaries focuses on marine seismic operations; assisting in
the discovery of new oil reserves and maximising oil recovery
through reservoir management practices. Long term growth prospects
for the enlarged Thalassa Group remain encouraging with record
inquiries and a number of potential long term contracts.
-- RSI is an independent industry leader in the quantitative
interpretation and integration of seismic data with well-log, CSEM
and MT data. RSI uses advanced rock physics methods combined with
sophisticated geologic models, microseismic and production data to
deliver robust and reliable predictions of reservoir geometries and
properties to RSI's clients. RSI is currently quoted on AIM.
-- Thalassa is making the Partial Offer without it being
recommended by the RSI Directors as RSI is due to seek Cancellation
from AIM on 13 April 2012, with the last day of trading on the RSI
Shares being 12 April 2012. Accordingly, Thalassa believes that
announcing the Partial Offer before 12 April 2012 will give RSI
Shareholders an alternative exit strategy and an ability to retain
AIM listed shares whilst continuing to have some exposure to the
underlying RSI business.
-- The Partial Offer is conditional upon, inter alia, valid
acceptances being received (and not, where permitted, withdrawn) in
respect of not less than 18,966,304 RSI Shares (equivalent to 16%
of the entire issued share capital of RSI including the existing
holding of Thalassa).
-- The Partial Offer is subject to further conditions set out in
Appendix I. Appendix I also sets out certain further terms of the
Partial Offer, with the full terms to be set out in the Offer
Document.
-- Once the Offer Document has been published, RSI Shareholders
shall have a minimum period of 28 days to accept the Partial
Offer.
Enquiries:
Thalassa Holdings Ltd
Duncan Soukup +33 (0)6 78 63 2689
Daniel Stewart & Company plc (Financial
Adviser, Nominated Adviser and Broker to
Thalassa)
Antony Legge/James Felix +44 (0)20 7776 6550
Daniel Stewart, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as financial
adviser to TH and no one else in connection with the matters set
out in this document and will not be responsible to anyone other
than Thalassa for providing the protections afforded to clients of
Daniel Stewart, nor for providing advice in relation to any matter
referred to herein.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Partial Offer or otherwise. The Partial Offer will
be made solely by means of an Offer Document, and the Form of
Acceptance accompanying the Offer Document, which will contain the
full terms and Conditions of the Partial Offer, including details
of how the Partial Offer may be accepted.
This announcement has been prepared for the purpose of complying
with English law 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 of
jurisdictions outside the United Kingdom.
Overseas Shareholders
The release, publication or distribution of this announcement
and any other documents related to the Partial Offer in certain
jurisdictions may be restricted by law. In particular, the
availability of the Partial Offer to Qualifying RSI 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 or who are
subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements.
Unless otherwise determined by Thalassa or required by the Code,
and permitted by applicable law and regulation, the Partial Offer
will not be made, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and the Partial Offer will not be capable of
acceptance from or within a Restricted Jurisdiction. Accordingly,
copies of this announcement and all documents relating to the
Partial Offer 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 documents relating to the Partial Offer
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions as doing so may invalidate any purported acceptance
of the Partial Offer.
The Partial Offer will be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange and the Financial
Services Authority.
United States Shareholders
The Partial Offer will be made to Qualifying RSI Shareholders
and will be made pursuant to English law and in compliance with the
applicable provisions of Section 14(e) of the US Securities
Exchange Act of 1934 (the "Exchange Act") and Regulation 14E
thereunder. The Partial Offer will not be made or intended to be
made pursuant to the provisions of any other law. Accordingly,
Thalassa will not procure any further registrations, authorisations
or approvals of the Offer Document or the Partial Offer by any
security supervisory authority or similar institutions. The Partial
Offer will be made in the United States by Thalassa and no one
else. The Partial Offer will be subject to disclosure and procedure
requirements of English law which are different from those of the
United States.
Forward looking statements
This announcement contains statements about Thalassa and RSI
that are or may be forward looking statements. All statements other
than statements of historical facts included in this announcement
may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are forward
looking statements. Forward looking statements 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 Thalassa's or RSI's operations and
potential synergies resulting from the Partial Offer; and (iii) the
effects of government regulation on Thalassa's or RSI's
business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. Thalassa
disclaims any obligation to update any forward looking or other
statements contained herein, except as required by applicable
law.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company must make an Opening Position Disclosure following the
commencement of the offer period. 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 the
offeree company. 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 10(th) business day following the commencement of the
offer period. Relevant persons who deal in the relevant securities
of the offeree company prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company. 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 the offeree company, 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, 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 http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This summary should be read in conjunction with the full text of
this announcement. The Partial Offer will be subject to the
Conditions and further terms set out in Appendix I to this
announcement and to the full terms and conditions to be set out in
the Offer Document. Appendix II to this announcement contains
further details of the sources of information and bases of
calculations set out in this announcement, and Appendix III
contains definitions of certain expressions used in this summary
and in this announcement.
Please be aware that addresses, electronic addresses and certain
information provided by RSI Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from RSI may be provided to Thalassa during the offer period as
requested under Section 4 of Appendix 4 of the Code to comply with
Rule 2.6(c).
Publication on Website
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions on www.thalassaholdingsltd.com by no later than 12
noon (London time) on 2 April 2012.
Rule 2.10 Requirement
In accordance with Rule 2.10 of the Code, RSI's public
announcements indicate that as at the date of this announcement, it
has in issue 158,178,915 ordinary shares of 1p each (excluding
ordinary shares held in treasury). The International Securities
Identification Number (ISIN) of the RSI Shares is G0034272194.
Thalassa confirms that as at the date of this announcement, it
has in issue 9,726,707 ordinary shares of US$0.01 (excluding shares
held in treasury). The International Securities Identification
Number (ISIN) of the Thalassa Shares is VGG878801031.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
2 April 2012
PARTIAL CASH AND SHARES OFFER
for
Rock Solid Images Plc ("RSI")
by
Thalassa Holdings Ltd ("Thalassa")
1. Introduction
Thalassa is pleased to announce that it will be making a partial
cash offer, with the Thalassa Shares Alternative, to RSI
Shareholders pursuant to which Thalassa will offer to acquire up to
40,952,521 RSI Shares, representing approximately 25.89 per cent.
of the entire issued ordinary share capital of RSI (the "Partial
Offer"). Following the Partial Offer, if the Thalassa Shares
Alternative is accepted in full, Thalassa together with its
existing shareholding of 6,342,322 RSI Shares, will hold 47,295,496
RSI Shares, representing approximately 29.90 per cent. of the
entire issued ordinary share capital of RSI.
2. The Partial Offer
Under the terms of the Partial Offer, which will be subject to
the Conditions and further terms set out in Appendix I to this
announcement and to be set out in the Offer Document, Qualifying
RSI Shareholders will be entitled to receive:
for each RSI Share acquired in the Partial Offer 0.48 pence in
cash (the "Cash Offer") or, at the election of RSI Shareholders, 1
New Thalassa Share for every 43 RSI Shares held (the "Thalassa
Shares Alternative").
-- the Cash Offer of 0.48 pence is based on the weighted average
mid-market Closing Price of RSI Shares from the 12 March 2012
(being the date on which RSI announced its intention to terminate
its AIM quotation) to 29 March 2012 (the practicable day prior to
the announcement of this Partial Offer) and values the RSI Shares
subject to the Partial Offer at approximately GBP197,832. The Cash
Offer represents:
-- a premium of 28.4 per cent. to 0.38pence, being the weighted
average Closing Price in the period between 12 March 2012 (being
the day RSI indicated its intention to seek the cancellation of its
AIM Admission) and 26 March 2012, being the day before Thalassa
declared its initial stake in RSI.
-- a discount of 51.7 per cent. to 1.0 pence, being the Closing
Price on 26 March 2012 (being the last practicable Business Day
prior to the commencement of the Offer Period);
-- a discount of 49.3 per cent. to 0.95 pence, being the
weighted average Closing Price over the three months from 29
December 2011 to 29 March 2012 (being the last practicable Business
Day prior to the commencement of the Offer Period); and
-- a discount of 91.9 per cent. to 6.0 pence, being the Closing
Price on 4 April 2011 (being the highest Closing Price during the
52 weeks prior to the commencement of the Offer Period).
-- The Thalassa Shares Alternative is based on the weighted
average closing price of Thalassa Shares on 29 March 2012 (the day
prior to the announcement of this Partial Offer) and values the RSI
Shares subject to the Partial Offer at approximately GBP296,749.
The Thalassa Shares Alternative represents:
-- a discount of 27.5 per cent. to 1.0 pence, being the Closing
Price on 29 March 2012 (being the last practicable Business Day
prior to the commencement of the Offer Period);
-- a discount of 23.9 per cent. to 0.95 pence, being the
weighted average Closing Price over the three months from 29
December 2011 to 29 March 2012 (being the last practicable Business
Day prior to the commencement of the Offer Period); and
-- a discount of 87.9 per cent. to 6.0 pence, being the Closing
Price on 4 April 2011 (being the highest Closing Price during the
52 weeks prior to the commencement of the Offer Period)..
The value of the Thalassa Shares Alternative is a 50% premium to
the value of the Cash Offer, based on the closing price of Thalassa
Shares on 29 March 2012, the last practicable day prior to the
announcement of this Partial Offer.
To the extent that Qualifying RSI Shareholders accept the Cash
Offer and/or the Thalassa Shares Alternative in excess of
40,952,521 RSI Shares, being the total amount of RSI Shares that
Thalassa can acquire under the Partial Offer, then all acceptances
of the Partial Offer shall be scaled back pro-rata.
The Partial Offer is subject to satisfaction of certain
conditions, including, inter alia valid acceptances being received
(and not, where permitted, withdrawn) in respect of not less than
18,966,304 RSI Shares representing 11.99 per cent. of RSI's issued
share capital.
If the acceptance of the Partial Offer referred to above is not
obtained, the Partial Offer will lapse.
Instructions for RSI Shareholders as to how to approve the
Partial Offer (whether or not they wish to accept the Partial
Offer) will be set out in the Offer Document.
All RSI Shareholders holding RSI Shares in certificated form who
wish to accept the Partial Offer should complete, sign and return
the Form of Acceptance (which will be sent to them together with
the Offer Document) as soon as possible and in accordance with the
procedures set out in the Offer Document.
All RSI Shareholders holding RSI Shares in uncertificated form
who wish to accept the Partial Offer should make their acceptances
electronically through CREST. RSI Shareholders who are not CREST
members should notify their CREST member brokerage firms of which
they are clients of their decision to accept the Partial Offer.
Important note to option holders
Holders of options over RSI Shares that are exercisable (or will
become exercisable during the period in which the Partial Offer is
open for acceptance) are informed that they may exercise their
options and participate in the Partial Offer on the same terms as
RSI Shareholders provided that the RSI Shares that result from
option exercise are registered on the register of members by the
Record Date.
3. Background to and reasons for the Partial Offer
Thalassa has considered the business of RSI and believes that
there is potential for interesting synergies and opportunities in
the event that the two businesses were to be operated under a
collaborative methodology for marketing and development
purposes.
In addition, RSI Shareholders are effectively faced with no
ability to realise their investment once RSI's AIM quotation is
terminated. Matched bargain facilities of the nature proposed by
RSI rarely deliver any fair value for minority shareholders.
Thalassa believes that the Partial Offer delivers a real
liquidity prospect for RSI Shareholders, giving them the
alternative of a cash exit or continued participation in a growing
AIM quoted company operating in the same sector, with a substantial
minority stake in RSI. The Thalassa Share Alternative has the
ability to deliver RSI Shareholders liquidity and continued
participation in the RSI business.
The Thalassa Directors felt that an offer to acquire more than
50% of the voting rights in RSI was unlikely to be successful as
Thalassa would need to have acquired or agreed to acquire RSI
Shares carrying at least 50% of the voting rights of RSI.
Similarly, any partial offer for shares in RSI carrying between 30%
and 50% of the voting rights in RSI also requires a 50% acceptance
condition. Given the annual shareholder base of RSI, Thalassa
believes that such approval is unlikely to be forthcoming, which is
why Thalassa considers the Partial Offer to be the best offer route
available to it.
4. Information on Thalassa
Thalassa was incorporated and registered in the British Virgin
Islands ("BVI") on 26 September 2007. Thalassa currently has two
subsidiaries, WGP Exploration Ltd ("WGP") and WGP Energy Services
Ltd ("WESL").
WESL (formerly called Thalassa Energy Services) was established
to acquire marine seismic equipment, specifically a 'Portable
Modular Source System' ("PMSS"). The equipment can be installed on
a vessel in order to provide the seismic (sound) source to allow
exploration and production companies to perform reservoir
monitoring. WGP was acquired by the Thalassa Group on 16 November
2011.
WGP delivers a wide range of technologies and services
throughout the global upstream oil and gas industry, including a
range of unique seismic acquisition services with over 20 years of
operational and management experience
WESL's PMSS units and WGP's operational experience assists oil
companies in maximising oil recovery through reservoir management
practices as well as assisting in the discovery of new
reserves.
Current Trading and Prospects
Thalassa Group's results for the year to 31 December 2011 show
revenue of US$2,427,985, an increase of 501% compared to 2010
(2010: US$404,086). Operating profit (EBIT) was US$344,712, an
increase of US$ 535,463 from a loss in 2010 of US$ (190,751).
Profit for the financial period was US$355,675, a decrease of 34.9%
over the prior period (2010: US$ 546,259) which included investment
income of US$ 646,441. All financial investing activity ceased at
the end of 2010. On a comparable basis, excluding the income from
financial investments, 2011 saw an increase in net profit of
US$455,857 from an adjusted loss in the prior period of
US$(100,182).
The Directors believe that increasing global demand for oil will
drive exploration in increasingly remote locations and challenging
environments. At the same time, there will be greater pressure to
maximize extraction from existing fields. The corporate strategy
for the enlarged Group is "Exploration and Beyond". "Exploration"
is focused on activity in frontier and challenging locations (e.g.
Artic, Central African Lake Systems), whilst "Beyond" focuses on
production activity by looking to aggressively secure opportunities
in the PRM market. Thus activity and focus will be dominated by
projects in remote and challenging frontier locations, coupled with
lower risk projects in mature producing regions.
Long term growth prospects for the enlarged Thalassa Group
remain encouraging with record inquiries and a number of potential
long term contracts.
The nature of Thalassa Group's business is based on a small
number of large contracts, each of which has the potential to
significantly affect the Thalassa Group's results for the year. At
the current time the Thalassa Group has around US$2.6m of
contracted revenue for 2012 and is in discussions on several
significant opportunities for the year.
The full announcement may also be found on Thalassa's website
at:
http://www.thalassaholdingsltd.com/documents/20120312.LSE.THAL.FinalResults-yearto31Dec2011.pdf
5. Information on RSI
RSI is an independent industry leader in the quantitative
interpretation and integration of seismic data with well-log, CSEM
and MT data. RSI uses advanced rock physics methods combined with
sophisticated geologic models, microseismic and production data to
deliver robust and reliable predictions of reservoir geometries and
properties to RSI's clients.
The cost of sales in the year to 31 August 2011 was GBP2.4
million which was very similar to 2010 (GBP2.4 million). The
resulting gross profit from operations in 2011 was GBP1.6 million
(41% of revenues) compared to a gross profit of GBP1.2 million (34%
of revenues) in 2010. The year to 31 August 2011 saw a reduced loss
of GBP2.4 million from that reported in the previous year (2010:
GBP17.1 million loss). At the period end the RSI Group had cash on
hand of GBP1.7 million and no third party borrowings. This compares
with a bank balance of GBP3.4 million at the end of August 2010
(also no third party borrowings).
Current Trading and Prospects
Since 18 January 2012, when RSI reported its results for the 12
months ending 31 August 2011, sales and revenues in January and
February were less than anticipated due to operational delays in
processing client data. Revenues in the second half of 2012 are
anticipated to be significantly above those of the first half of
2012. Total revenues for the full year to 31 August 2012 are
expected to be in the GBP5.5 to GBP7 million range, which compares
with revenues of GBP4 million for the year ended 31 August
2011.
On 4 April 2012, RSI announced its intention to submit for its
cancellation from AIM (the "RSI Cancellation"). The RSI Directors
expect that the low valuation of the RSI Shares on AIM and
liquidity will continue to impact directly and negatively on the
Company's ability to raise adequate equity and debt financing based
on appropriate valuations, and this could potentially damage the
medium and long term interests and objectives of RSI. The RSI
general meeting to approve the RSI Cancellation is due to take
place on 4 April 2012, with the cancellation of the RSI Shares to
trading on AIM effective on 13 April 2012.
The full details may also be found on the RSI's website at:
(http://www.rocksolidimages.com/pdf/constitutionaldocs/2012_04_04_GM_Notice.pdf)
and
(http://www.rocksolidimages.com/pdf/2012_03_12_De-listing.pdf)
6. Directors, management, employees and locations
Thalassa confirms, in accordance with the provisions of the
Code, that following the Partial Offer becoming or being declared
unconditional in all respects, Thalassa has no intention of
proposing any changes to the board of RSI or the existing
employment rights of management and employees of RSI. These matters
shall continue to be managed by the board of RSI.
7. Financing
Thalassa is providing the cash consideration payable under the
Partial Offer from its own resources.
Daniel Stewart, financial adviser to Thalassa, is satisfied that
sufficient resources are available to satisfy in full the cash
consideration payable to Qualifying RSI Shareholders under the
terms of the Partial Offer.
8. Terms of Thalassa Share Alternative
RSI Shareholders (other than certain Overseas Shareholders) will
be entitled to elect to receive New Thalassa Shares in respect of
part or all their holdings of RSI Shares at an exchange ratio 1 New
Thalassa Share for every 43 RSI Shares held. No fractions of
Thalassa Shares will be issued. Accordingly an RSI Shareholder
holding less than 43 RSI Shares will not be capable of electing to
take the Thalassa Share Alternative.
The Thalassa Shares Alternative is based on the closing price of
Thalassa Shares on 29 March 2012 (the last practicable day prior to
the announcement of this Partial Offer) and 0.72 pence for the RSI
Shares, being a 50% premium to the Cash Offer, and values the RSI
Shares subject to the Partial Offer at approximately
GBP296,749.
9. Opening Position Disclosures and Interests
Thalassa confirms that it will make an Opening Position
Disclosure shortly following the date of this announcement, setting
out the details required to be disclosed by it under Rule 8.1(a) of
the Code.
10. Offer Document
It is expected that the Offer Document and the Form of
Acceptance accompanying the Offer Document will be published as
soon as practicable and, in any event, (save with the consent of
the Panel) within 28 days of this announcement. The Offer Document
and Form of Acceptance will be made available to all RSI
Shareholders at no charge to them.
Once the Offer Document has been published, RSI Shareholders
shall have a minimum period of 28 days to accept the Partial
Offer.
RSI Shareholders are urged to read the Offer Document and the
accompanying Form of Acceptance when they are sent to them because
they will contain important information.
11. Conditions and further terms
The Partial Offer will be subject to the Conditions and further
terms set out in Appendix I to this announcement, with the full
terms to be set out in the Offer Document.
12. General
The Partial Offer will be made subject to the Conditions and
certain further terms set out in Appendix I to this announcement
and full terms to be set out in the Offer Document and the Form of
Acceptance. The bases and sources of certain financial information
contained in this announcement are set out in Appendix II to this
announcement. Certain terms used in this announcement are defined
in Appendix III to this announcement.
Enquiries:
Thalassa Holdings Ltd
Duncan Soukup +33 (0)6 78 63 2689
Daniel Stewart & Company plc (Financial
Adviser, Nominated Adviser and Broker
to Thalassa)
Antony Legge/James Felix +44 (0)20 7776 6550
APPENDIX I CONDITIONS AND CERTAIN TERMS OF THE OFFER
1 Conditions of the Partial Offer
The Partial Offer will be subject to the following
Conditions:
Acceptance Condition
(a) valid acceptances of the Partial Offer being received (and
not, where permitted, withdrawn) by no later than 1.00 p.m. (London
time) on the First Closing Date (or such later time(s) and/or
date(s) as Thalassa may, subject to the rules of the Code or with
the consent of the Panel, decide) in respect of not less than
18,966,304 RSI Shares;
Notifications, waiting periods and Authorisations
(b) (i) all material notifications, filings or applications
which are necessary or considered appropriate or desirable by
Thalassa having been made in connection with the Partial Offer,
(ii) all necessary waiting periods (including any extensions
thereof) under any applicable legislation or regulation of any
jurisdiction having expired, lapsed or been terminated (as
appropriate), (iii) all statutory and regulatory obligations in any
jurisdiction having been complied with in each case in respect of
the Partial Offer, (iv) all Authorisations necessary or appropriate
in any jurisdiction for or in respect of the Partial Offer having
been obtained on terms and in a form reasonably satisfactory to
Thalassa from all appropriate Third Parties or (without prejudice
to the generality of the foregoing) from any person or bodies with
whom any member of the Wider RSI Group or the Thalassa Group has
entered into contractual arrangements, and (v) all such
Authorisations necessary, appropriate or desirable to carry on the
business of any member of the Wider RSI Group in any jurisdiction
having been obtained and all such Authorisations remaining in full
force and effect at the time at which the Partial Offer becomes
otherwise wholly unconditional and there being no notice or
intimation of an intention to revoke, suspend, restrict, modify or
not to renew such Authorisations;
General antitrust and regulatory
(c) no antitrust regulator or Third Party having given notice of
a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having required any action
to be taken or otherwise having done anything, or having enacted,
made or proposed any statute, regulation, decision, order or change
to published practice (and in each case, not having withdrawn the
same) and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be
expected to:
(i) require, prevent or delay the divestiture or alter the terms
envisaged for any divestiture by any member of the Thalassa Group
or by any member of the Wider RSI Group of all or any part of its
businesses, assets or property or impose any limitation on the
ability of all or any of them to conduct their businesses (or any
part thereof) or to own, control or manage any of their assets or
properties (or any part thereof);
(ii) require any member of the Thalassa Group or the Wider RSI
Group to acquire or offer to acquire any shares, other securities
(or the equivalent) or interest in any member of the Wider RSI
Group or any asset owned by any third party (other than in the
implementation of the Partial Offer);
(iii) impose any limitation on, or result in a delay in, the
ability of Thalassa or Thalassa, directly or indirectly, to hold or
to exercise effectively all or any rights of ownership in respect
of shares or other securities in RSI held directly or indirectly by
Thalassa or Thalassa, or on the ability of any member of the Wider
RSI Group directly or indirectly to hold or exercise effectively
all or any rights of ownership in respect of shares or other
securities (or the equivalent) in, or to exercise voting or
management control over, any member of the Wider RSI Group;
(iv) otherwise adversely affect any or all of the business,
assets, profits or prospects of any member of the Wider RSI Group
or any member of the Thalassa Group;
(v) result in any member of the Wider RSI Group or any member of
the Thalassa Group ceasing to be able to carry on business under
any name under which it presently carries on business;
(vi) make the Partial Offer or its implementation void,
unenforceable and/or illegal under the laws of any relevant
jurisdiction, or otherwise, directly or indirectly materially
prevent or prohibit, restrict, restrain, or delay or otherwise
interfere with the implementation of, or impose material additional
conditions or obligations with respect to, or otherwise materially
challenge, impede, interfere or require material amendment of the
Partial Offer; or
(vii) require a divestiture by any member of the Thalassa Group
of any shares or other securities (or the equivalent) in any member
of the Thalassa Group or in RSI, or require a divesture by any
member of the Wider RSI Group of any shares or other securities (or
the equivalent) in any member of the Wider RSI Group,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such antitrust regulator or
Third Party could decide to take, institute, implement or threaten
any such action, proceeding, suit, investigation, enquiry or
reference or take any other step under the laws of any jurisdiction
in respect of the Partial Offer or the acquisition or proposed
acquisition of any RSI Shares or otherwise intervene having
expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
(d) there being no provision of any arrangement, agreement,
lease, licence, franchise, permit or other instrument to which any
member of the Wider RSI Group is a party or by or to which any such
member or any of its assets is or may be bound, entitled or be
subject or any event or circumstance which, as a consequence of the
Partial Offer, could or might reasonably be expect to result
in:
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider
RSI Group being or becoming repayable, or capable of being declared
repayable, immediately or prior to its or their stated maturity
date or repayment date, or the ability of any such member to borrow
monies or incur any indebtedness being withdrawn or inhibited or
being capable of becoming or being withdrawn or inhibited;
(ii) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or
assets of any member of the Wider RSI Group or any such mortgage,
charge or other security interest (whenever created, arising or
having arisen) becoming enforceable;
(iii) any such arrangement, agreement, lease, licence,
franchise, permit or other instrument being terminated or the
rights, liabilities, obligations or interests of any member of the
Wider RSI Group being adversely modified or adversely affected or
any obligation or liability arising or any adverse action being
taken or arising thereunder;
(iv) any liability of any member of the Wider RSI Group to make
any severance, termination, bonus or other payment to any of its
directors, or other officers;
(v) the rights, liabilities, obligations, interests or business
of any member of the Wider RSI Group under any such arrangement,
agreement, licence, permit, lease or instrument or the interests or
business of any member of the Wider RSI Group in or with any other
person or body or firm or company (or any arrangement or
arrangement relating to any such interests or business) being or
becoming capable of being terminated, or adversely modified or
affected or any onerous obligation or liability arising or any
adverse action being taken thereunder;
(vi) any member of the Wider RSI Group ceasing to be able to
carry on business under any name under which it presently carries
on business;
(vii) the value of, or the financial or trading position or
prospects of, any member of the Wider RSI Group being prejudiced or
adversely affected; or
(viii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider RSI Group other than trade
creditors or other liabilities incurred in the ordinary course of
business,
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider RSI Group is a party or
by or to which any such member or any of its assets are bound,
entitled or subject, would or might result in any of the events or
circumstances as are referred to in Condition (d)(i) to (viii);
Certain events occurring since 31 August 2011
(e) except as Disclosed, no member of the Wider RSI Group having
since 31 August 2011 (being the date of RSI's last audited
consolidated financial statements):
(i) issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue, of
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of RSI
Shares out of treasury;
(ii) other than pursuant to the Partial Offer (and except for
transactions between RSI and its wholly owned subsidiaries or
between the wholly owned subsidiaries of RSI and transactions in
the ordinary course of business) implemented, effected, authorised
or proposed or announced its intention to implement, effect,
authorise or propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is
material in the context of the Wider RSI Group taken as a
whole;
(iii) (except for transactions between RSI and its wholly owned
subsidiaries or between the wholly owned subsidiaries of RSI) and
except for transactions in the ordinary course of business disposed
of, or transferred, mortgaged or created any security interest over
any material asset or any right, title or interest in any material
asset or authorised, proposed or announced any intention to do
so;
(iv) (except for transactions between RSI and its wholly owned
subsidiaries or between the wholly owned subsidiaries of RSII)
issued, authorised or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the
terms of any debentures or become subject to any contingent
liability or incurred or increased any indebtedness which is
material in the context of the Wider RSI Group as a whole;
(v) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any material contract,
arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise) except in the ordinary
course of business which is of a long term, unusual or onerous
nature or magnitude or which is or which involves or could involve
an obligation of a nature or magnitude which is reasonably likely
to be materially restrictive on the business of any member of the
Wider RSI Group;
(vi) entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary to a
material extent the terms of any contract, service agreement,
commitment or arrangement with any director or, except for salary
increases, bonuses or variations of terms in the ordinary course,
senior executive of any member of the Wider RSI Group;
(vii) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any employee of the
Wider RSI Group which are material in the context of the Wider RSI
Group taken as a whole;
(viii) purchased, redeemed or repaid or announced any proposal
to purchase, redeem or repay any of its own shares or other
securities or reduced or, except in respect of the matters
mentioned in sub-paragraph (i) above, made any other change to any
part of its share capital;
(ix) except in the ordinary course of business, waived,
compromised or settled any claim which is material in the context
of the Wider RSI Group as a whole;
(x) terminated or varied the terms of any agreement or
arrangement between any member of the Wider RSI Group and any other
person in a manner which would or might reasonably be expected to
have a material adverse effect on the financial position of the
Wider RSI Group taken as a whole;
(xi) made any alteration to its memorandum or articles of
association or other incorporation documents;
(xii) except as in relation to changes made or agreed as a
result of, or arising from, changes to legislation, made or agreed
or consented to any material change to the terms of the trust deeds
and rules constituting the pension scheme(s) established for its
directors, employees or their dependants or to the benefits which
accrue, or to the pensions which are payable, thereunder, or to the
basis on which qualification for, or accrual or entitlement to,
such benefits or pensions are calculated or determined or to the
basis upon which the liabilities (including pensions) of such
pension schemes are funded or made, or agreed or consented to;
(xiii) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(xiv) taken or proposed any steps, corporate action or had any
legal proceedings instituted or threatened against it in relation
to the suspension of payments, a moratorium of any indebtedness,
its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator,
manager, administrative receiver, trustee or similar officer of all
or any of its assets or revenues or any analogous or equivalent
steps or proceedings in any jurisdiction or appointed any analogous
person in any jurisdiction or had any such person appointed;
(xv) (except for transactions between RSI and its wholly owned
subsidiaries or between the wholly owned subsidiaries), made,
authorised, proposed or announced an intention to propose any
change in its loan capital;
(xvi) entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing arrangement, partnership
or merger of business or corporate entities; or
(xvii) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition (e);
No adverse change, litigation, regulatory enquiry or similar
(f) except as Disclosed, since 31 August 2011 there having been:
(i) no adverse change and no circumstance having arisen which
would or might be expected to result in any adverse change in, the
business, assets, financial or trading position or profits or
prospects or operational performance of any member of the Wider RSI
Group which is material in the context of the Wider RSI Group;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened, announced or
instituted by or against or remaining outstanding against or in
respect of, any member of the Wider RSI Group or to which any
member of the Wider RSI Group is or may become a party (whether as
claimant, defendant or otherwise) having been threatened,
announced, instituted or remaining outstanding by, against or in
respect of, any member of the Wider RSI Group, in each case which
might reasonably be expected to have a material adverse effect on
the Wider RSI Group taken as a whole;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider RSI Group having been threatened, announced or
instituted or remaining outstanding by, against or in respect of
any member of the Wider RSI Group, in each case which might
reasonably be expected to have a material adverse effect on the
Wider RSI Group taken as a whole;
(iv) no contingent or other liability having arisen or become
apparent to Thalassa or increased other than in the ordinary course
of business which is reasonably likely to affect adversely the
business, assets, financial or trading position or profits or
prospects of any member of the Wider RSI Group to an extent which
is material in the context of the Wider RSI Group taken as a whole;
and
(v) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider RSI Group which is necessary for the proper
carrying on of its business and the withdrawal, cancellation,
termination or modification of which might reasonably be expected
to have a material adverse effect on the Wider RSI Group taken as a
whole;
No discovery of certain matters regarding information and
liabilities
(g) except as Disclosed, Thalassa not having discovered:
(i) that any financial, business or other information concerning
the Wider RSI Group publicly announced prior to the date of this
announcement or disclosed at any time to any member of the Thalassa
Group by or on behalf of any member of the Wider RSI Group prior to
the date of this announcement is misleading, contains a
misrepresentation of any fact, or omits to state a fact necessary
to make that information not misleading; or
(ii) that any member of the Wider RSI Group or any partnership,
company or other entity in which any member of the Wider RSI Group
has a significant economic interest and which is not a subsidiary
undertaking of RSI is, otherwise than in the ordinary course of
business, subject to any liability, contingent or otherwise and
which is material in the context of the Wider RSI Group taken as a
whole.
2. Certain further terms of the Partial Offer
2.1 Thalassa reserves the right to waive, in whole or in part,
all or any of the above Conditions 1(b) to 1(g) (inclusive).
2.2 If Thalassa is required by the Panel to make an offer for
RSI Shares under the provisions of Rule 9 of the Code, Thalassa may
make such alterations to any of the above Conditions, including the
Acceptance Condition and terms of the Partial Offer as are
necessary to comply with the provisions of that Rule.
2.3 The Partial Offer will lapse unless all the above Conditions
have been fulfilled or, where permitted, waived or, where
appropriate, have been determined by Thalassa to be or remain
satisfied, by midnight (London time) on the twenty-first day after
the First Closing Date of the Partial Offer (or such later date as
Thalassa may determine, in accordance with the Code).
2.4 Thalassashall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as
fulfilled any of Conditions 1(b) to 1(g) (inclusive) by a date
earlier than the latest date for the fulfilment of that condition
notwithstanding that the other Conditions of the Partial Offer may
at such earlier date have been waived or fulfilled and that there
are at such earlier date no circumstances indicating that any of
such Conditions may not be capable of fulfilment.
2.5 The Partial Offer will lapse (unless otherwise agreed with
the Panel) if it is referred to the UK Competition Commission or
European Commission before the later of 1.00pm (London time) on the
First Closing Date of the Partial Offer and the date when the
Partial Offer becomes or is declared unconditional as to
acceptances.
2.6 If the Partial Offer lapses, the Partial Offer will cease to
be capable of further acceptance and accepting Qualifying RSI
Shareholders and Thalassa shall cease to be bound by Forms of
Acceptance submitted at or before the time when the Partial Offer
so lapses.
2.7 The availability of the Partial Offer to persons not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Persons who are not resident in the United
Kingdom should inform themselves about and observe any applicable
requirements.
2.8 The Partial Offer is not being made, directly or indirectly,
in, into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any jurisdiction where to do so would
violate the laws of that jurisdiction and will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within such Restricted Jurisdiction (unless otherwise
determined by Thalassa) and the Partial Offer cannot be accepted by
any such use, means or instrumentality or otherwise from any
Restricted Jurisdiction.
3. Responsibility for information
The Thalassa Directors accept responsibility for the information
contained in this announcement (other than information relating to
RSI, the Wider RSI Group and the RSI Directors and persons
connected with them, which have been compiled from previously
published sources and in respect of which the Thalassa Directors
only take responsibility for the correctness and fairness of its
reproduction and publication). To the best of the knowledge and
belief of the Thalassa Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in
this document for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
APPENDIX II SOURCES OF INFORMATION AND BASES OF CALCULATION
(i) The value placed by the Partial Offer on the existing issued
ordinary share capital of RSI is based on 158,178,915 RSI Shares in
issue on 29 March 2012, being the last dealing day prior to the
date of this announcement.
(ii) The Closing Prices from 29 March 2011 to and including 29
March 2012 are taken from the London Stock Exchange Daily Official
List.
(iii) Unless otherwise stated, the financial information
relating to RSI is extracted from the audited consolidated
financial statements of RSI for the financial year to 31 August
2011, prepared in accordance with IFRS.
(iv) The financial information relating to Thalassa is extracted
from the audited consolidated financial statements of Thalassa for
the financial year ended 31 December 2011, prepared in accordance
with IFRS.
(v) The percentage of RSI's issued ordinary share capital that
is the subject of the Partial Offer is based on the existing issued
ordinary share capital of RSI on the date of this announcement.
(vi) The value placed on the Thalassa Shares as calculated by
reference of the price of 31p per Thalassa Share, being the closing
price on 29 March 2012, the last business day prior to this
announcement.
(vii) The maximum percentage of the enlarged share capital of
Thalassa which would be held by RSI Shareholders in the event that
all RSI Shareholders elected to take the Thalassa Share Alternative
is based upon Thalassa's existing issued ordinary share capital on
the date of this announcement.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise.
"Acceptance Condition" the condition as set out in paragraph
1(a) of Appendix I to this announcement
"Authorisations" regulatory authorisations, orders,
recognitions, grants, consents, clearances,
confirmations, certificates, licences,
permissions or approvals
"Business Day" a day (other than Saturdays, Sundays
and public holidays in the UK) on
which banks are open for business
"Cash Offer" in the City of London
has the meaning given to it in the
summary to this announcement
"Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market price of
a RSI Share on a particular trading
day as derived from the Daily Official
List
"Companies Act" the Companies Act 2006, as amended
"Conditions" the conditions of the Partial Offer,
set out in Appendix I to this announcement
and to be set out in the Offer Document,
and "Condition" means any one of them
"CREST" the relevant system (as defined in
the Regulations) in respect of which
Euroclear is the Operator (as defined
in the Regulations)
"Daily Official List" the Daily Official List published
by the London Stock Exchange
"Daniel Stewart" Daniel Stewart & Company plc
"Disclosed" the information disclosed by, or on
behalf of RSI, (i) in the annual report
and accounts of the RSI Group for
the financial year ended 31 August
2011; (ii) the interim results of
the RSI Group for the six month period
ending on 28 February 2011; (iii)
in this announcement; (iv) in any
other announcement to a Regulatory
Information Service by, or on behalf
of RSI prior to the publication of
this announcement
"Exchange Act" the US Securities Exchange Act of
1934
"Euroclear" Euroclear UK & Ireland Limited
"First Closing Date" the date falling 28 days after the
date of publication of the Offer Document
"Form of Acceptance" the form of acceptance and authority
relating to the Partial Offer which
will accompany the Offer Document
for use by Qualifying RSI Shareholders
with RSI Shares in certificated form
in connection with the Partial Offer
"FSA" or "Financial Services the Financial Services Authority in
Authority" its capacity as the competent authority
for the purposes of Part VI of the
Financial Services and Markets Act
2000
"IFRS" International Financial Reporting
Standards
"Listing Rules" the rules and regulations made by
the Financial Services Authority in
its capacity as the UK Listing Authority
under the Financial Services and Markets
Act 2000, and contained in the UKLA's
publication of the same name
"London Stock Exchange" London Stock Exchange plc
"New Thalassa Shares" the new ordinary shares of US$0.01
each in the capital of Thalassa to
be issued credited as fully paid up
to qualifying RSI Shareholders (other
than certain overseas Shareholders)
pursuant to the partial offer.
"Offer Document" the document to be despatched to RSI
Shareholders containing the full terms
and conditions of the Partial Offer
"Offer Period" the offer period (as defined by the
Code) relating to RSI, which commenced
on the date of this announcement
"Official List" the Official List maintained by the
UKLA
"Opening Position Disclosure" has the same meaning as in Rule 8
of the Code
"Overseas Shareholders" RSI Shareholders (or nominees of,
or custodians or trustees for RSI
Shareholders) not resident in, or
nationals or citizens of the United
Kingdom
"Panel" the Panel on Takeovers and Mergers
"Partial Offer" the partial cash offer with a share
alternative, to be made by Thalassa,
to acquire up to 40,952,521 RSI Shares
on the terms and subject to the Conditions
to be set out in the Offer Document
and (in respect of RSI Shares in certificated
form) the Form of Acceptance and including,
where the context permits, any subsequent
revision, variation, extension or
renewal of such offer
"Qualifying RSI Shareholders" holders of RSI Shares who are entered
on the register of members of RSI
at or before the Record Date and remain
on the register of members of RSI
at the Record Date
"Record Date" the close of business on the Business
Day immediately preceding the date
on which the Partial Offer becomes
wholly unconditional (or such earlier
date as Thalassa may, with the consent
of the Panel, decide)
"Regulations" the Uncertificated Securities Regulation
2001 (SI 2001 No. 3755)
"Regulatory Information any of the services set out in Appendix
Service" 3 to the Listing Rules
"Restricted Jurisdiction" any jurisdiction where extension or
acceptance of the Partial Offer would
violate the law of that jurisdiction
"RSI" or the "Company" Rock Solid Images plc
"RSI Directors" the board of directors of RSI
"RSI Group" RSI and its subsidiary undertakings
and, where the context permits, each
of them
"RSI Shareholders" or the holders of RSI Shares
"Shareholders"
"RSI Shares" the existing unconditionally allotted
or issued and fully paid ordinary
shares of 1 pence each in the capital
of RSI and any further such ordinary
shares which are unconditionally allotted
or issued prior to the Record Date
"Significant Interest" in relation to an undertaking, a direct
or indirect interest of 20 per cent.
or more of the total voting rights
conferred by the equity share capital
(as defined in section 548 of the
Companies Act) of such undertaking
"Thalassa Directors" the directors of Thalassa
"Thalassa Group" Thalassa and associated undertakings
and any other body corporate, partnership,
joint venture or person in which Thalassa
and all such undertakings (aggregating
their interests) have a Significant
"Thalassa Shares Alternative" Interest
has the meaning given to it in the
summary of this announcement
"Third Party" each of a central bank, government
or governmental, quasi-governmental,
supranational, statutory, regulatory,
environmental, administrative, fiscal
or investigative body, court, trade
agency, association, institution,
environmental body, employee representative
body or any other body or person whatsoever
in any jurisdiction
"UKLA" the UK Listing Authority, being the
Financial Services Authority Limited
acting in its capacity as the competent
authority for the purposes of Part
IV of the Financial Services and Markets
Act 2000
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland
"United States" or "US" the United States of America, its
territories and possessions, any state
of the United States of America, the
District of Columbia and all other
areas subject to its jurisdiction
and any political sub-division thereof
"Wider RSI Group" RSI and associated undertakings and
any other body corporate, partnership
or person in which RSI and such undertakings
(aggregating their interests) have
a Significant Interest
For the purposes of this announcement, "subsidiary", "subsidiary
undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
All references to the "issued ordinary share capital" or
"existing ordinary share capital" of RSI or Thalassa shall, for the
avoidance of doubt, exclude any ordinary shares held in
treasury.
All the times referred to in this announcement are London times
unless otherwise stated.
References to the singular include the plural and vice
versa.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Rock Solid (LSE:RSI)
Historical Stock Chart
From Dec 2024 to Jan 2025
Rock Solid (LSE:RSI)
Historical Stock Chart
From Jan 2024 to Jan 2025
