TIDMWSI
RNS Number : 8666U
Wasp Management Software Limited
03 January 2012
Recommended Cash Offer
By
Wasp Management Software Limited ("NewCo")
(a company formed on behalf of Lloyds TSB Development Capital
Limited and the members of the Management Team)
to acquire the entire issued and to be issued ordinary share
capital of
WorkPlace Systems International plc ("WorkPlace")
(other than those shares contracted to be acquired by NewCo
under the terms of the Share Exchange Deed)
OFFER UPDATE - OFFER DECLARED WHOLLY UNCONDITIONAL
1. Introduction
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the offer document sent to
shareholders of WorkPlace on 9 December 2011 (the "Offer
Document")
On 9 December 2011, the Independent Directors and the NewCo
board announced the terms of a recommended cash offer (the "Offer")
by NewCo for the entire issued and to be issued share capital of
WorkPlace, excluding the Roll-over Shares (to be acquired through
the Share Exchange Deed). The full terms and conditions of the
Offer and procedures for acceptance were set out in the Offer
Document.
NewCo is pleased to announce that all the conditions of the
Offer have now either been satisfied or waived and the Offer is
hereby declared wholly unconditional. This includes the passing of
the Ordinary Resolution relating to the arrangements with the
Management Team pursuant to the Share Exchange Deed as announced on
28 December 2011 and the approval by the Treasurer of the
Commonwealth of Australia.
2. Level of Acceptances
As at 1.00pm (London time) on 30 December 2011, NewCo had
received valid acceptances in respect of 146,528,364 Offer Shares
representing 92.5 per cent. of the Offer Shares, all of which NewCo
may count towards the satisfaction of its acceptance condition.
As at 1.00pm (London time) on 30 December 2011, valid
acceptances had been received in respect of 99,116,018 Offer
Shares, which were the subject of irrevocable undertakings,
representing 62.6 per cent. of the Offer Shares, and 28,392,243
Offer Shares which were the subject of letters of intent,
representing 17.9 per cent. of the Offer Shares. A further
6,058,404 Offer Shares, representing 3.8 per cent. of the Offer
Shares, remain subject to irrevocable undertakings and letters of
intent under which the relevant Offer Shares had not yet been
accepted at 1.00pm (London time) on 30 December 2011.
The acceptance figure above includes the following acceptances
by persons acting in concert with NewCo as at 1.00pm (London time)
on 30 December 2011:
WorkPlace Director Number of Offer Shares Percentage of Offer
Accepted Shares
-------------------- ----------------------- --------------------
Barney Quinn 8,997,700 5.7%
-------------------- ----------------------- --------------------
Paul Wright 949,412 0.6%
-------------------- ----------------------- --------------------
Alexander Davis 653,300 0.4%
-------------------- ----------------------- --------------------
Anthony Knight 43,502 0.03%
-------------------- ----------------------- --------------------
The Offer will remain open for acceptance until further notice.
All other terms and conditions contained in the Offer Document
still apply.
3. Dealings by WorkPlace Directors
WorkPlace had prior to 1.00pm (London time) on 30 December 2011
issued a further 14,900,000 WorkPlace Shares as a result of
WorkPlace Options being exercised. Accordingly, the revised Wasp
Issued Share Capital is set out below. 4,502,300 WorkPlace Shares
issued pursuant to such WorkPlace Options being exercised will be
acquired under the Share Exchange Deed and are not subject to the
Offer.
As a result of the exercise of WorkPlace Options, the WorkPlace
Directors have had the following further dealings in the relevant
securities of WorkPlace:
Management Team
WorkPlace Director WorkPlace Share Option Number of Wasp Date
Scheme Options exercised
------------------- ----------------------- ------------------- -------------------
Barney Quinn WorkPlace Enterprise 10,000,000 30 December
Management Incentive 2011
Scheme
(prior to 1.00pm)
------------------- ----------------------- ------------------- -------------------
Paul Wright WorkPlace Enterprise 1,000,000 30 December
Management Incentive 2011
Scheme
(prior to 1.00pm)
------------------- ----------------------- ------------------- -------------------
Alexander Davis WorkPlace Enterprise 1,000,000 30 December
Management Incentive 2011
Scheme
(prior to 1.00pm)
------------------- ----------------------- ------------------- -------------------
Anthony Knight WorkPlace Enterprise 150,000 30 December
Management Incentive 2011
Scheme
(prior to 1.00pm)
------------------- ----------------------- ------------------- -------------------
Other Directors
WorkPlace Director WorkPlace Share Option Number of Wasp Date
Scheme Options exercised
------------------- ----------------------- ------------------- -------------------
Ian Mills WorkPlace Approved 300,000 30 December
Share Option Scheme 2011
(prior to 1.00pm)
------------------- ----------------------- ------------------- -------------------
WorkPlace Enterprise 300,000 30 December
Management Incentive 2011
Scheme
(prior to 1.00pm)
------------------- ----------------------- ------------------- -------------------
Nigel Garrett WorkPlace Approved 300,000 30 December
Share Option Scheme 2011
(prior to 1.00pm)
------------------- ----------------------- ------------------- -------------------
WorkPlace Enterprise 350,000 30 December
Management Incentive 2011
Scheme
(prior to 1.00pm)
------------------- ----------------------- ------------------- -------------------
After 1.00pm (London time) on 30 December 2011, WorkPlace
intends to issue a further 362,558 WorkPlace Shares as a result of
WorkPlace Options being exercised under the WorkPlace
Savings-Related Share Option Scheme, all of which will be accepted
in relation to the Offer. This will include a further dealing by a
WorkPlace Director in the relevant securities of WorkPlace. A
further announcement will be made in relation to this in due
course.
4. Settlement of Consideration
Settlement of the cash consideration due to accepting WorkPlace
Shareholders will be despatched (or, in the case of WorkPlace
Shareholders holding their Offer Shares held in uncertificated
form, shall be credited through CREST): (i) in the case of
WorkPlace Shareholders who validly accepted the Offer by 1.00 pm on
30 December 2011, on or before 13 January 2012; and (ii) in the
case of WorkPlace Shareholders who validly accept after 1.00 pm on
30 December 2011, within 14 days of the receipt of such
acceptances.
5. Compulsory Acquisition, Delisting and Cancellation of Trading in WorkPlace Shares
As NewCo has received acceptances under the Offer in respect of
90 per cent. or more of the Offer Shares, NewCo intends to exercise
its rights pursuant to sections 974 to 991 of the Companies Act
2006 to acquire compulsorily the remaining Offer Shares in respect
of which the Offer has not been accepted following the Offer
becoming or being declared unconditional in all respects and will
deem such shareholders to have made an election to receive cash
pursuant to the Offer.
As NewCo is now interested in more than 75 per cent. of the
issued share capital of WorkPlace, it is also intended that,
subject to any applicable regulatory requirements, NewCo will
procure that WorkPlace applies to the London Stock Exchange for the
cancellation of trading in WorkPlace's Shares on AIM. It is
anticipated that cancellation and de-listing will take place
approximately 20 Business Days from today's date. De-listing would
significantly reduce the liquidity and marketability of any Offer
Shares not acquired by NewCo. A further announcement is expected to
be made in due course regarding the proposed date for cancellation
of trading on AIM. Following such cancellation, NewCo intends to
seek to procure the re-registration of WorkPlace as a private
company.
Shareholders of WorkPlace who have not yet accepted the Offer
are, therefore, encouraged to do so without delay. Acceptances of
the Offer should be received in accordance with the instructions
contained in the Offer Document and (in the case of shares held in
certificated form) the Form of Acceptance.
If you are in any doubt about this Offer or as to the action you
should take, you are recommended to seek your own independent
financial advice from a stockbroker, solicitor, accountant or other
independent financial adviser authorised under the Financial
Services and Markets Act 2000. If you are outside the UK, you
should immediately consult an appropriately authorised independent
financial adviser.
6. Enquiries
For further information, please contact:
020 77 583
NewCo 680
Daniel Sasaki
Kunal Dasgupta
Barney Quinn
Paul Wright
020 72 278
Torch Partners Corporate Finance Limited 830
(financial adviser to LDC & NewCo)
Rupert Robson
Seth Schelin
Thomas Roberts
Amaya Gonzalez Lantero
020 75 985
Fairfax I.S. Plc 368
(financial adviser to NewCo & Management
Team)
Simon Bennett
Stuart Gledhill
Katy Birkin
020 76 299
Morgan Rossiter 101
(public relations adviser to NewCo)
Richard Evans
019 08 251
WorkPlace Systems International Plc 300
Ian Lenagan, Chairman
John Herring, Non-executive Director
020 70 634
Mazars Corporate Finance Limited 000
(financial adviser to the Independent
Directors)
Stephen Skeels
Andrew Millington
Simon Fitzsimmons
020 31 786
Biddicks 378
(public relations adviser to WorkPlace
Systems)
Zoe Biddick
Sophie McNulty
IMPORTANT NOTICE
In accordance with Rule 2.10 of the Code, WorkPlace confirms
that there are 163,125,909 WorkPlace Shares of 5 pence each in
issue and admitted to trading on AIM under ISIN Code
GB0009250845.
Fairfax I.S. PLC, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting only
for each of NewCo and the Management Team and no one else in
connection with the Offer and will not be responsible to anyone
other than NewCo and the Management Team for providing the
protections afforded to clients of Fairfax I.S. PLC or for
providing advice in relation to the Offer or any other matters
referred to in this announcement.
Torch Partners Corporate Finance Limited, which is authorised
and regulated in the United Kingdom by the Financial Services
Authority, is acting only for each of NewCo and LDC and no one else
in connection with the Offer and will not be responsible to anyone
other than NewCo and LDC for providing the protections afforded to
clients of Torch Partners Corporate Finance Limited or for
providing advice in relation to the Offer or any other matters
referred to in this announcement.
Mazars Corporate Finance Limited, which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting only for WorkPlace and no one else in
connection with the Offer and will not be responsible to anyone
other than WorkPlace for providing the protections afforded to
clients of Mazars Corporate Finance Limited or for providing advice
in relation to the Offer or any other matters referred to in this
announcement.
This announcement is not intended to and does not constitute or
form part of any offer or invitation to sell or purchase any
securities or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, pursuant to the Offer or otherwise. The Offer will be
made solely by the Offer Document which will contain the full terms
and conditions of the Offer, including details of how the Offer may
be accepted.
OVERSEAS SHAREHOLDERS
This announcement has been prepared for the purposes 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 and regulations of any jurisdiction outside of
England.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves about and observe any
such restrictions. Failure to comply with any such restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by NewCo and permitted by applicable
law and regulation, subject to certain exemptions, the Offer is not
being, and will not be, made, directly or indirectly, in or into
and will not be capable of acceptance from or within a Restricted
Jurisdiction. Accordingly, unless otherwise determined by NewCo,
copies of this announcement and any other documentation relating to
the 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 and persons receiving this announcement
and any other documentation relating to the 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 be a breach of applicable law and regulation in that
jurisdiction and may invalidate any purported acceptance of the
Offer. The availability of the Offer to persons who are not
resident in the United Kingdom may be affected by the laws of their
relevant jurisdiction. Such persons should inform themselves about
and observe any applicable legal or regulatory requirements of
their jurisdiction.
Any person (including nominees, trustees and custodians) who
would, or otherwise intends to, or may have a legal or contractual
obligation to, forward this announcement and/or any documentation
relating to the Offer to any jurisdiction outside the United
Kingdom, should inform themselves of, and observe, any applicable
legal or regulatory requirements of any relevant jurisdiction and
seek appropriate advice.
FORWARD-LOOKING STATEMENTS
This announcement includes certain "forward-looking" statements
with respect to the financial condition, results of operations and
business of WorkPlace and/or NewCo and certain plans and objectives
of the board of directors of WorkPlace, and NewCo with respect
thereto. The forward-looking statements contained herein may
include statements about the expected effects on NewCo or WorkPlace
of the Offer, the expected timing and scope of the Offer,
anticipated earnings enhancements, other strategic options and all
other statements in this announcement other than historical facts.
Forward-looking statements include, without limitation, statements
typically containing words such as "intends", "expects",
"anticipates", "targets", "estimates" and words of similar import.
These statements are based on assumptions and assessments made by
the boards of directors of WorkPlace and NewCo in the light of
their experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe appropriate. They have not been reviewed by the auditors of
WorkPlace or NewCo. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such
forward-looking statements.
All subsequent oral or written forward-looking statements
attributable to WorkPlace or NewCo or any of their respective
members, directors, officers or employees or any persons acting on
their behalf are expressly qualified in their entirety by the
cautionary statement above. All forward-looking statements included
in this announcement are based on information available to
WorkPlace and NewCo on the date of this announcement and are made
only as of the date of this announcement. Undue reliance should not
be placed on such forward-looking statements.
Subject to compliance with the Code and other legal and
regulatory requirements, neither WorkPlace nor NewCo intend, or
undertake any obligation, to update any information contained in
this announcement.
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror other
than an offeror in respect of which it has been announced that its
offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror 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 one per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
INFORMATION RELATING TO WORKPLACE SHAREHOLDERS
Addresses, electronic addresses and certain information provided
by WorkPlace Shareholders, persons with information rights and
other relevant persons for the receipt of communications from
WorkPlace may be provided to NewCo during the offer period as
requested under Section 4 of Appendix 4 of the Code.
PUBLICATION ON WEBSITE AND AVAILABILITY OF HARD COPIES
A copy of this announcement will be made available free of
charge, at www.workplacesystems.com and www.waspbidco.com and will
be available during the course of the Offer. You may request a hard
copy of this announcement, free of charge, by contacting Paul
Wright, the Chief Finance Officer of WorkPlace, on 01908 251 300 or
Jenny Stephenson of CMS Cameron McKenna LLP on +44(0) 207 367 3000.
It is important that you note that unless you make such a request,
a hard copy of this announcement and any information incorporated
by reference in it will not be sent to you. You may also request
that all future documents, announcements and information sent to
you in relation to the Offer should be in hard copy form. For the
avoidance of doubt, the content of the websites referred to above
is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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