RNS Number:6101K
TietoEnator Corporation
05 April 2005
Not for release, publication or distribution in, into or from Australia, Canada,
Japan or the United States
5 April 2005
Recommended Cash Offer by
Regent Associates Limited
on behalf of
TietoEnator Corporation
for
AttentiV Systems Group plc ("AttentiV")
Summary
* The boards of TietoEnator Corporation and AttentiV announce that they have
agreed the terms of a recommended cash offer for the entire issued and to be
issued share capital of AttentiV not already owned by TietoEnator. The Offer
will be made by Regent on behalf of TietoEnator or a wholly-owned subsidiary of
TietoEnator.
* The Offer will be 71 pence in cash for each AttentiV Share, with a full loan
note alternative, and values the existing issued and to be issued ordinary share
capital of AttentiV at approximately #46.6 million.
* The Offer represents a premium of approximately 25.7 per cent. over the
closing middle market price of 56.5 pence per AttentiV Share on 4 April 2005,
the last business day prior to the date of this announcement and a premium of
approximately 30.6 per cent. to the average closing middle market price of
approximately 54.35 pence per AttentiV Share for the period from 20 January 2005
(being the date on which AttentiV issued a trading statement) to 4 April 2005,
the date immediately preceding the date of this announcement.
* The Board of AttentiV, which has been so advised by Hawkpoint, considers the
terms of the Offer to be fair and reasonable and intends unanimously to
recommend that AttentiV Shareholders accept the Offer, when made.
* TietoEnator has received irrevocable undertakings to accept the Offer in
respect of a total of 13,327,292 AttentiV Shares representing approximately 22.0
per cent., in aggregate, of AttentiV's existing issued share capital from the
following shareholders:
(a) the directors of AttentiV in respect of their holdings registered in their
names amounting to 36,363 AttentiV Shares, representing approximately 0.1 per
cent., in aggregate, of AttentiV's existing issued share capital; and
(b) other shareholders in respect of 13,290,929 AttentiV Shares, representing
approximately 21.9 per cent., in aggregate, of AttentiV's existing issued share
capital.
The irrevocable undertakings provided by the directors of AttentiV will cease to
be binding only if the Offer lapses or is withdrawn and will remain binding if a
higher competing offer is made for AttentiV.
The irrevocable undertakings provided by other shareholders will cease to be
binding only in the event of an announcement of a third party offer representing
at least a 10 per cent. premium to the value of the Offer.
In addition, TietoEnator has received letters of intention to accept the Offer
from shareholders in respect of 14,345,129 AttentiV Shares, representing
approximately 23.7 per cent., in aggregate, of AttentiV's existing issued share
capital. Accordingly, TietoEnator has received undertakings to accept or
indications of an intention to accept the Offer in respect of a total of
27,672,421 AttentiV Shares, representing approximately 45.7 per cent., in
aggregate, of AttentiV's existing issued share capital.
* The proposed transaction forms a part of TietoEnator's declared strategy of
expanding its Banking & Insurance business area globally, establishing a
significant presence in the UK and creating the opportunity to build upon
AttentiV's valued customer base and representing a strong platform for further
growth. AttentiV's products and TietoEnator's global banking solutions are to a
large extent complementary. The combination of the two businesses will create a
highly attractive offering to the entire UK banking industry. TietoEnator
attaches great importance to the skills and experience of the existing employees
of AttentiV and believes that opportunities for employees and management will be
enhanced by the TietoEnator acquisition. TietoEnator intends that the existing
contractual and statutory employment rights of all current AttentiV employees
will be honoured.
Commenting on the Offer, Matti Lehti, President and Chief Executive Officer of
TietoEnator, said:
"Banking is one of TietoEnator's strategic areas of focus on a global level. The
acquisition of AttentiV, a well-established company with a valued customer base,
means that TietoEnator is establishing an excellent platform for further growth
in the UK financial services market.
The acquisition strengthens our customer and competency bases in the UK and
supports the TietoEnator strategy as a leading provider of sophisticated banking
software solutions in Europe. After the transaction, TietoEnator will serve its
customers with the skills and resources of more than 2,200 Banking and Insurance
specialists.
Our aim is to continue the business operations of AttentiV with the current
management team and product portfolio. We will integrate our existing UK banking
solutions business with AttentiV and, supported by our strong IT services
competency in general, we plan to extend the scope of our offering to the UK
market."
Commenting on the Offer, Peter Bertram, Chairman of AttentiV, said:
"We believe that the offer by TietoEnator reflects AttentiV's fundamental
strengths and prospects and provides our shareholders with certainty and value
at a premium to the current market value of AttentiV. As a result of the
acquisition, TietoEnator's banking and insurance business area will be gaining a
strong platform to develop its UK business and customers of AttentiV will
benefit from the broader range of products and services that TietoEnator can add
to AttentiV's existing offering. In turn, the management and employees of
AttentiV have the opportunity to become part of one of Europe's largest IT
services companies."
The conditions to which the Offer will be subject are set out in Appendix I to
this announcement. Appendix II contains the sources and bases of information
used in this announcement. Appendix III to this announcement contains
definitions of certain expressions used in this announcement.
This summary should be read in conjunction with and is subject to the full text
of the main announcement.
Enquiries
TietoEnator Corporation
Ake Plyhm +46 8632 1410
Paivi Lindqvist +358 9 862 63276
Jukka Rosenberg +358 9 8626 2366
Regent (financial adviser to TietoEnator)
James Calvert 01753 800 700
Robert Fergusson
Sarah McNicholas
AttentiV Systems Group plc 01582 845000
Peter Bertram
David Webber
Hawkpoint (financial adviser to AttentiV) 020 7665 4500
Paul Baines
Graham Paton
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
or subscribe for any securities pursuant to the Offer or otherwise. The Offer
will be made solely by the Offer Document and the Form of Acceptance
accompanying the Offer Document, which will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are located
or to which they are subject. 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. Any person (including nominees, trustees
and custodians) who would, or otherwise intends to, forward this announcement,
the Offer Document and the Form of Acceptance or any accompanying document to
any jurisdiction outside the United Kingdom should refrain from doing so and
seek appropriate professional advice before taking any action.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or of
any facility of a national securities exchange of, nor will it be made in or
into Australia, Canada, Japan or the United States and the Offer will not be
capable of acceptance by any such use, means, instrumentality or facility.
Accordingly copies of this Announcement and any other documents related to the
Offer are not being, and must not be, mailed or otherwise forwarded, distributed
or sent in or into Australia, Canada, Japan or the United States and persons
receiving such documents (including custodians, nominees and trustees) must not
distribute or send them in, into or from Australia, Canada, Japan or the United
States.
The Loan Notes to be issued pursuant to the Loan Note Alternative have not been,
and will not be, registered under the Securities Act or under any relevant
securities laws of any state or other jurisdiction of the United States or the
relevant securities laws of Japan, nor have clearances been, nor will they be,
obtained from the securities commission or similar authority of any province or
territory of Canada, nor has a prospectus in relation to the Loan Notes been,
nor will one be, lodged with or registered by the Australian Securities and
Investments Commission nor have any steps been taken, nor will any steps be
taken, to enable the Loan Notes to be offered in compliance with applicable
securities laws of Japan. Accordingly, unless an exemption under such act or
securities laws is available, Loan Notes may not be offered, sold, re-sold or
delivered, directly or indirectly, in or into, or by use of the mails of, or by
any means or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of or any facility of a
national securities exchange of Australia, Canada, Japan or the United States,
or any other jurisdiction in which an offer of Loan Notes would constitute (or
result in the Offer constituting) a violation of relevant laws or require
registration thereof, or to or for the account or benefit of any resident of
Australia, Canada, or Japan or the United States.
Regent, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively as financial adviser to TietoEnator in
connection with the Offer and no one else and will not be responsible to anyone
other than TietoEnator for providing the protections afforded to clients of
Regent nor for providing advice in relation to the Offer.
Hawkpoint, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to
AttentiV in connection with the Offer and no one else and will not be
responsible to anyone other than AttentiV for providing the protections afforded
to clients of Hawkpoint nor for providing advice in relation to the Offer.
Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
"relevant securities" (within the definition set out in the Code) of AttentiV,
owns or controls, or becomes the owner or controller of, directly or indirectly,
one per cent. or more of any class of relevant securities of AttentiV is
generally required under the provisions of Rule 8 of the Code to notify a
Regulatory Information Service and the Panel by not later than 12.00 noon
(London time) on the business day following the date of the transaction of every
dealing in such securities during the period to the date on which the Offer
becomes or is declared unconditional as to acceptances or lapses or is
withdrawn. A copy of such notification on the appropriate form should also be
faxed to the Panel by that time on +44 (0) 20 7236 7013 or e-mailed to:
monitoring@disclosure.org.uk. In the event of any doubt as to the application of
these requirements, the Panel should be consulted on +44 (0) 20 7638 0129.
Dealings by AttentiV, TietoEnator or their respective "associates" (within the
definition set out in the Code) in any class of relevant securities of AttentiV
or referable thereto until the end of such period must also be so disclosed.
Please consult your financial adviser if you believe that this Rule may be
applicable to you.
Not for release, publication or distribution in, into or from Australia, Canada,
Japan or the United States
5 April 2005
Recommended Cash Offer by
Regent Associates Limited
on behalf of
TietoEnator Corporation
for
AttentiV Systems Group plc
1. Introduction
The boards of TietoEnator Corporation and AttentiV announce that they have
agreed the terms of a recommended cash offer to be made by Regent, on behalf of
TietoEnator or a wholly-owned subsidiary of TietoEnator, for the entire issued
and to be issued share capital of AttentiV not already owned by TietoEnator.
The Offer will be 71 pence in cash for each AttentiV Share and values the
existing issued and to be issued ordinary share capital of AttentiV at
approximately #46.6 million.
The Offer represents:
* a premium of approximately 25.7 per cent. over the closing middle market price
of 56.5 pence per AttentiV Share on 4 April 2005, the last business day prior to
the date of this announcement; and
* a premium of approximately 30.6 per cent. to the average closing middle market
price of approximately 54.35 pence per AttentiV Share for the period from 20
January 2005 (being the date on which AttentiV issued a trading statement) to 4
April 2005, the date immediately preceding the date of this announcement.
The Board of AttentiV, which has been so advised by Hawkpoint, considers the
terms of the Offer to be fair and reasonable. Accordingly, the directors of
AttentiV intend unanimously to recommend that AttentiV Shareholders accept the
Offer, when made, as they have irrevocably committed to do in respect of the
entire aggregate holdings of 36,363 AttentiV Shares held in their names
representing approximately 0.1 per cent. of the issued share capital of
AttentiV. In providing its advice to the directors of AttentiV, Hawkpoint has
taken into account the commercial assessments of the directors of AttentiV.
In addition to the irrevocable undertakings to accept the Offer from the
directors of AttentiV, TietoEnator has received irrevocable undertakings to
accept the Offer from other shareholders in respect of a further 13,290,929
AttentiV Shares representing approximately 21.9 per cent., in aggregate, of
AttentiV's existing issued share capital. Accordingly, TietoEnator has received
irrevocable undertakings to accept the Offer in respect of a total of 13,327,292
AttentiV Shares, representing approximately 22.0 per cent., in aggregate, of
AttentiV's existing issued share capital.
The irrevocable undertakings provided by the directors of AttentiV will cease to
be binding only if the Offer lapses or is withdrawn and will remain binding if a
higher competing offer is made for AttentiV.
The irrevocable undertakings provided by other shareholders will cease to be
binding only in the event of an announcement of a third party offer representing
at least a 10 per cent. premium to the value of the Offer.
In addition, TietoEnator has received letters of intention to accept the Offer
from shareholders in respect of 14,345,129 AttentiV Shares, representing
approximately 23.7 per cent., in aggregate, of AttentiV's existing issued share
capital. Accordingly, TietoEnator has received undertakings to accept or
indications of an intention to accept the Offer in respect of a total of
27,672,421 AttentiV Shares, representing approximately 45.7 per cent., in
aggregate, of AttentiV's existing issued share capital.
2. The Offer
The Offer, which will be subject to the conditions and further terms set out in
Appendix I and to be set out in the Offer Document and the Form of Acceptance,
will be made on the following basis:
For each AttentiV Share 71 pence in cash
The AttentiV Shares which are subject to the Offer will be acquired by
TietoEnator fully paid and free from all liens, charges, equities, encumbrances
and other interests and together with all rights attaching thereto including,
without limitation, the right to receive and retain any dividend and other
distribution, announced, declared, made or payable on or after the date of this
announcement.
3. The Loan Note Alternative
As an alternative to any or all of the cash consideration of 71 pence per
AttentiV Share which would otherwise be receivable under the Offer, accepting
AttentiV Shareholders (other than certain overseas shareholders) who validly
accept the Offer will be entitled to exchange all or part of their holdings of
AttentiV Shares for Loan Notes to be issued by TietoEnator on the following
basis:
For every #1 of cash consideration under the Offer #1 nominal value of Loan
Notes
The Loan Notes will constitute unsecured obligations of the Offeror secured by
way of a charge over a cash deposit and will be issued, credited as fully paid,
in amounts and integral multiples of #1 nominal value; all fractional
entitlements will be disregarded and not paid. The Loan Notes will bear interest
from the date of first issue of Loan Notes payable every six months in arrears,
at a rate of 0.5 per cent. per annum below LIBOR. Interest on the Loan Notes
will be payable on 30 June and 31 December in each year (or, if not a business
day in any year, on the next succeeding business day), commencing on 31 December
2005. The Loan Notes will be redeemable at the option of the holders, in whole
or in part on any interest payment date falling on or after 30 June 2006. Unless
previously redeemed or purchased, the Loan Notes will be redeemed on 30 June
2010 (or, if not a business day, on the first business day thereafter). The Loan
Notes will not be transferable (save in certain permitted circumstances). No
application is intended to be made for the Loan Notes to be listed or dealt in
on any stock exchange. The Loan Notes have not been, and will not be, registered
under the Securities Act or under any other securities laws and should not be
offered, sold, resold, delivered or distributed, directly or indirectly, in or
into Australia, Canada, Japan or the United States except pursuant to an
applicable exemption.
Regent has advised that, based on market conditions on 4 April 2005 (the latest
practicable date prior to the publication of this announcement), in its opinion,
if the Loan Notes had been in issue, the value of the Loan Notes would have been
not less than 99 pence per #1 of nominal value.
The Loan Note Alternative is conditional on the Offer becoming or being declared
unconditional in all respects and will remain open for as long as the Offer
remains open for acceptance. No Loan Notes will be issued unless, by the time
the Offer becomes or is declared wholly unconditional, valid elections have been
received for at least #1 million nominal value of Loan Notes or such lesser
amount as TietoEnator may with the consent of AttentiV determine. If
insufficient elections are received, AttentiV Shareholders who validly elect for
the Loan Note Alternative will instead receive cash in accordance with the terms
of the Offer. No election for the Loan Note Alternative will be valid if it
would result in an accepting AttentiV Shareholder receiving less than #1,000
nominal value of Loan Notes. Any elections which would result in an accepting
AttentiV Shareholder receiving less than #1,000 nominal value of Loan Notes will
be disregarded and the relevant accepting AttentiV Shareholder will receive cash
for all AttentiV Shares in respect of which he has validly accepted the Offer.
TietoEnator will be permitted to purchase and cancel loan notes and at any time
after 30 June 2006 to redeem the outstanding loan notes in the event that at
least 75 per cent. in nominal amount of the Loan Notes originally issued has
been repaid, redeemed or purchased and cancelled, or the nominal amount of the
outstanding Loan Notes is less than #500,000.
4. Information on TietoEnator
TietoEnator is a European IT services company with a strong Nordic background.
TietoEnator specialises in consulting, developing and hosting its customers'
business operations in the digital economy. With close to 13,500 employees and
annual net sales of about Euro1.5 billion, TietoEnator is the largest IT services
company in the Nordic countries. TietoEnator's shares are listed on the Helsinki
Exchanges and Stockholmsborsen, and the company operates in more than 20
countries across the world. TietoEnator had a market capitalisation of
approximately Euro2.15 billion (#1.47 billion) as at 4 April 2005, the business day
immediately preceding the date of this announcement.
TietoEnator reported net sales of Euro1,525 million (#1,046 million) and pre-tax
profit of Euro189 million (#130 million) for the year ended 31 December 2004. As at
31 December 2004 TietoEnator had net assets of Euro602 million (#413 million) and
net financial debt of Euro31 million (#21 million).
TietoEnator has four vertical business areas that specialise in specific
customer sectors. These are Banking & Insurance, Telecom & Media, Public &
Healthcare and Production & Logistics. Supplementing the services provided by
TietoEnator's business areas are Processing & Network, offering processing and
network services for customers' information and communication technology needs,
Digital Innovations, a unit specialising in digital self-service solutions, and
the company's Software Centres which provide software production services in low
cost countries.
TietoEnator's Banking & Insurance business area is one of the leading suppliers
in Europe of high-value-added IT services and solutions to top tier banks and
the finance and insurance industry. The business area has close to 1,900
employees and 400 customers worldwide, currently operates in 13 countries and
generated revenues of Euro199 million (#137 million) for the year ended 31 December
2004.
5. Information on AttentiV
AttentiV provides software solutions and associated services to the financial
services sector. These solutions cover modular software packages and
individually tailored applications, together with the support services necessary
for successful implementation and on-going support of complete operational
systems. AttentiV has two main product sets, Summit, which focuses on retail
banking, and Portfolio, which focuses on organisations offering asset-backed
finance products, personal loans and debt management. In addition to the sale of
these two products, AttentiV derives revenue from the delivery of custom-built
solutions through its tailored solutions business.
Summit is a package-based, modular system, that supports the selling and
administration of mortgages, loans, savings, current accounts and associated
services within the retail banking sector. Revenue from Summit was #22.0 million
for the financial year ended 30 September 2004. Portfolio is a suite of software
solutions for organisations offering asset-backed finance products, personal
loans and debt management. Revenue from Portfolio was #4.6 million for the
financial year ended 30 September 2004. Tailored solutions are software
applications designed and built to perform particular specialised tasks or to
operate in specific environments and revenue for the financial year ended 30
September 2004 was #5.5 million.
Following a successful placing of approximately #33.3 million worth of shares,
AttentiV made its debut on AIM on 31 March 2004. In the year ending 30 September
2004 AttentiV's total revenue was #32.1 million (Euro46.8 million) and its
operating profit was #3.2 million (Euro4.7 million). AttentiV currently has
approximately 350 employees.
6. Background to and reasons for the Offer
The proposed transaction forms a part of TietoEnator's declared strategy of
expanding its Banking & Insurance business globally. It will provide TietoEnator
with a significant presence in the UK and create the opportunity to build upon
AttentiV's valued customer base. It represents a strong platform for further
growth. AttentiV's products and TietoEnator's global banking solutions are to a
large extent complementary. The combination of the two businesses will create a
highly attractive offering to the entire UK banking industry.
TietoEnator expects to be able to generate revenue synergies as a result of the
transaction. As part of the TietoEnator group, AttentiV will be able to grow its
current business more rapidly, particularly in the top tier banking market, with
the benefit of TietoEnator's broad range of solutions and services. At the same
time, AttentiV will be able to expand its current business into areas where
TietoEnator has particular strength, such as core banking, payments, cards and
internet banking solution areas. TietoEnator expects to create significant
potential for AttentiV to expand its business through its service model "Core
Application Modernisation Partnership" which combines long-term application
management and component based renewal of systems on a cost effective basis.
AttentiV will also be able to utilize TietoEnator's global organisation to
promote its own solutions outside the UK.
TietoEnator's Banking & Insurance business has several customers among the top
tier UK banks, but does not currently have a significant local UK presence.
7. Financial Impact of the Offer on TietoEnator
The financial effect of the AttentiV acquisition on TietoEnator's earnings per
share is expected to be positive in 2005. This statement should not be taken to
mean that TietoEnator's earnings per share for 2005 or subsequent periods will
be higher than that of prior periods.
TietoEnator will finance the Offer by using its existing cash reserves and
credit facilities.
8. AttentiV Share Option Schemes
The Offer will extend to any AttentiV Shares which are unconditionally allotted
or issued pursuant to the exercise of existing options under the AttentiV Share
Option Schemes while the Offer remains open for acceptance (or such earlier time
or date as TietoEnator may, subject to the rules of the Code, decide).
If the Offer becomes or is declared unconditional in all respects, TietoEnator
intends to make appropriate proposals in due course to holders of options under
the AttentiV Share Option Schemes (to the extent that such holders' options have
not been exercised or lapsed), which will include a cashless exercise facility.
9. AttentiV employees and management
TietoEnator attaches great importance to the skills and experience of the
existing employees and management of AttentiV. TietoEnator intends that AttentiV
will continue to be run by its existing management team and believes that
opportunities for employees and management will be enhanced by the TietoEnator
acquisition.
TietoEnator has given assurances to the AttentiV board that, on the Offer
becoming or being declared unconditional in all respects, the existing
contractual and statutory employment rights, including pension rights, of all
AttentiV employees will be fully observed.
10. Inducement fee arrangements
AttentiV has agreed to pay to TietoEnator an inducement fee of #430,000
(inclusive of VAT) in the event that a competing offer is announced during the
period before the Offer becomes or is declared wholly unconditional or lapses or
is withdrawn, and subsequently any independent competing offer becomes or is
declared wholly unconditional in all respects.
11. Compulsory acquisition and de-listing
If the Offer becomes or is declared unconditional in all respects and
TietoEnator receives acceptances under the Offer in respect of, and/or otherwise
acquires, at least 90 per cent. of the AttentiV Shares to which the Offer
relates, it will be TietoEnator's intention:
(a) to exercise its rights pursuant to the provisions of sections 428 to 430F of
the Companies Act to acquire compulsorily the remaining AttentiV Shares to which
the Offer relates; and
(b) to procure that AttentiV makes applications to the London Stock Exchange for
the cancellation of the listing of AttentiV Shares on AIM and for the
cancellation of trading in AttentiV Shares on AIM.
It is anticipated that the cancellation of AttentiV's listing and admission to
trading will take effect no earlier than the expiry of 20 business days after
the date on which the Offer becomes or is declared unconditional in all
respects. De-listing would significantly reduce the liquidity and marketability
of any AttentiV Shares not assented to the Offer.
12. General
(a) The availability of the Offer to persons not resident in the UK may be
affected by the laws of the relevant jurisdiction. Any persons who are resident
in or subject to the laws of any jurisdiction other than the UK should inform
themselves about and observe any applicable requirements.
(b) The formal Offer Document setting out the full terms and
conditions of the Offer and the Forms of Acceptance will be posted to AttentiV
Shareholders as soon as practicable, other than to AttentiV Shareholders with
addresses in Australia, Canada, Japan or the United States.
(c) Save as disclosed above, neither TietoEnator nor, so far as TietoEnator is
aware, any party acting, or presumed to be acting, in concert with TietoEnator,
owns or controls any AttentiV Shares or holds any options to acquire AttentiV
Shares or has entered into any derivative referenced to AttentiV Shares.
(d) The Loan Notes to be issued pursuant to the Offer, if any, have not been,
and will not be, listed on any stock exchange. The Loan Notes have not been, and
will not be, registered under the Securities Act, or under any of the relevant
securities laws of or of any jurisdiction within any of Australia, Canada, Japan
or the United States. Accordingly, unless an exemption under such Act or
relevant securities laws is applicable, the Loan Notes may not be offered, sold,
resold, delivered or distributed, directly or indirectly, in or into Australia,
Canada, Japan or the United States.
(e) The conditions and certain further terms of the Offer are set out in
Appendix I; the sources and bases of information in this announcement are set
out in Appendix II; and the definitions of certain expressions used in this
announcement are contained in Appendix III.
(f) This announcement does not constitute an invitation to purchase any
securities.
Enquiries
TietoEnator Corporation
Ake Plyhm +46 8632 1410
Paivi Lindqvist +358 9 862 63276
Jukka Rosenberg +358 9 8626 2366
Regent (financial adviser to TietoEnator)
James Calvert 01753 800 700
Robert Fergusson
Sarah McNicholas
AttentiV Systems Group plc 01582 845000
Peter Bertram
David Webber
Hawkpoint (financial adviser to AttentiV) 020 7665 4500
Paul Baines
Graham Paton
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
or subscribe for any securities pursuant to the Offer or otherwise. The Offer
will be made solely by the Offer Document and the Form of Acceptance
accompanying the Offer Document, which will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are located
or to which they are subject. 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. Any person (including nominees, trustees
and custodians) who would, or otherwise intends to, forward this announcement,
the Offer Document and the Form of Acceptance or any accompanying document to
any jurisdiction outside the United Kingdom should refrain from doing so and
seek appropriate professional advice before taking any action.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or of
any facility of a national securities exchange of, nor will it be made in or
into Australia, Canada, Japan or the United States and the Offer will not be
capable of acceptance by any such use, means, instrumentality or facility.
Accordingly, copies of this Announcement and any other documents related to the
Offer are not being, and must not be, mailed or otherwise forwarded, distributed
or sent in or into Australia, Canada, Japan or the United States and persons
receiving such documents (including custodians, nominees and trustees) must not
distribute or send them in, into or from Australia, Canada, Japan or the United
States.
The Loan Notes to be issued pursuant to the Loan Note Alternative have not been,
and will not be, registered under the Securities Act or under any relevant
securities laws of any state or other jurisdiction of the United States or the
relevant securities laws of Japan, nor have clearances been, nor will they be,
obtained from the securities commission or similar authority of any province or
territory of Canada, nor has a prospectus in relation to the Loan Notes been,
nor will one be, lodged with or registered by the Australian Securities and
Investments Commission nor have any steps been taken, nor will any steps be
taken, to enable the Loan Notes to be offered in compliance with applicable
securities laws of Japan. Accordingly, unless an exemption under such act or
securities laws is available, Loan Notes may not be offered, sold, re-sold or
delivered, directly or indirectly, in or into, or by use of the mails of, or by
any means or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of or any facility of a
national securities exchange of Australia, Canada, Japan or the United States,
or any other jurisdiction in which an offer of Loan Notes would constitute (or
result in the Offer constituting) a violation of relevant laws or require
registration thereof, or to or for the account or benefit of any resident of
Australia, Canada, or Japan or the United States.
Regent, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively as financial adviser to TietoEnator in
connection with the Offer and no one else and will not be responsible to anyone
other than TietoEnator for providing the protections afforded to clients of
Regent nor for providing advice in relation to the Offer.
Hawkpoint, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to
AttentiV in connection with the Offer and no one else and will not be
responsible to anyone other than AttentiV for providing the protections afforded
to clients of Hawkpoint nor for providing advice in relation to the Offer.
Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
"relevant securities" (within the definition set out in the Code) of AttentiV,
owns or controls, or becomes the owner or controller of, directly or indirectly,
one per cent. or more of any class of relevant securities of AttentiV is
generally required under the provisions of Rule 8 of the Code to notify a
Regulatory Information Service and the Panel by not later than 12.00 noon
(London time) on the business day following the date of the transaction of every
dealing in such securities during the period to the date on which the Offer
becomes or is declared unconditional as to acceptances or lapses or is
withdrawn. A copy of such notification on the appropriate form should also be
faxed to the Panel by that time on +44 (0) 20 7236 7013 or e-mailed to:
monitoring@ disclosure.org.uk. In the event of any doubt as to the application
of these requirements, the Panel should be consulted on +44 (0) 20 7638 0129.
Dealings by AttentiV, TietoEnator or their respective "associates" (within the
definition set out in the Code) in any class of relevant securities of AttentiV
or referable thereto until the end of such period must also be so disclosed.
Please consult your financial adviser if you believe that this Rule may be
applicable to you.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer, which will be made by Regent on behalf of the Offeror, will comply
with the applicable rules of the Code, will be governed by English law and will
be subject to the jurisdiction of the courts of England. In addition, the Offer
will be subject to the terms and conditions to be set out in the Offer Document
and the Form of Acceptance.
1. Conditions of the Offer
The Offer will be conditional upon:
(i) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3.00pm (London time) on the first closing date of the Offer (or
such later time(s) and/or date(s) as TietoEnator may, subject to the rules of
the Code, decide) in respect of not less than 90 per cent., (or such lesser
percentage as TietoEnator may decide) in nominal value of the AttentiV Shares to
which the Offer relates, provided that this condition shall not be satisfied
unless TietoEnator and/or any of its wholly-owned subsidiaries shall have
acquired or agreed (unconditionally or subject only to conditions that will be
fulfilled upon the Offer becoming or being declared unconditional in all
respects) to acquire (pursuant to the Offer or otherwise) AttentiV Shares
carrying in aggregate more than 50 per cent. of the voting rights then normally
exercisable at a general meeting of AttentiV including for this purpose (to the
extent, if any, required by the Panel) any such voting rights attaching to any
AttentiV Shares that are unconditionally allotted or issued before the Offer
becomes or is declared unconditional as to acceptances, whether pursuant to the
exercise of any outstanding subscription or conversion rights or otherwise. For
the purposes of this condition:
(a) the expression 'AttentiV Shares to which the Offer relates' shall be
construed in accordance with sections 428 to 430F (inclusive) of the Companies
Act;
(b) AttentiV Shares that have been unconditionally allotted but not issued shall
be deemed to carry the voting rights that they will carry upon issue; and
(c) valid acceptances shall be treated as having been received in respect of any
AttentiV Shares that TietoEnator or any other member of the Wider TietoEnator
Group shall, pursuant to section 429(8) and, if applicable, section 430E of the
Companies Act, be treated as having acquired or contracted to acquire by virtue
of acceptances of the Offer;
(ii) no Third Party having intervened in any way and there not continuing to be
outstanding any statute, regulation or order of any Third Party in each case
which would or might reasonably be expected (in any case to an extent which is
material in the context of the Wider TietoEnator Group or the Wider AttentiV
Group, as the case may be, in each case, taken as a whole) to:
(a) make the Offer or the acquisition or proposed acquisition by TietoEnator or
any other member of the Wider TietoEnator Group of any shares or control of
AttentiV or any other member of the Wider AttentiV Group, void, unenforceable
and/or illegal in any relevant jurisdiction or otherwise directly or indirectly
restrain, restrict, prohibit, prevent, delay or otherwise interfere with the
implementation thereof, or impose material additional conditions or obligations
with respect to the Offer or such acquisition, or otherwise challenge, impede or
hinder the Offer or its implementation, or require amendment to the terms of the
Offer or the acquisition or proposed acquisition of any AttentiV Shares, or the
acquisition of control of AttentiV by TietoEnator;
(b) require, prevent, or delay the divestiture or alter the terms of any
proposed divestiture by TietoEnator or any other member of the Wider TietoEnator
Group or by AttentiV or any other member of the Wider AttentiV Group of all or
any material part of their respective businesses, assets or properties or impose
any limitation on the ability of any of them to conduct any of their respective
businesses or to own or control any of their respective assets or properties or
any material part thereof;
(c) limit or delay the ability of any member of the Wider TietoEnator Group to
acquire or to hold or to exercise effectively, directly or indirectly, all or
any rights of ownership in respect of the AttentiV Shares;
(d) except pursuant to Part XIIIA of the Companies Act, require any member of
the Wider TietoEnator Group or of the Wider AttentiV Group to acquire, or to
offer to acquire, any shares or other securities (or the equivalent) in any
member of the Wider AttentiV Group owned by any third party; or
(e) limit the ability of any member of the Wider TietoEnator Group or of the
Wider AttentiV Group to integrate or co-ordinate its business, or any part of
it, with the businesses or any part of the businesses of any other member of the
Wider TietoEnator Group or of the Wider AttentiV Group,
and all applicable waiting and other time periods during which any Third Party
could intervene in such a way under the laws of any relevant jurisdiction having
expired, lapsed or been terminated;
(iii) all necessary notifications and filings having been made, all regulatory
and statutory obligations in any relevant jurisdiction having been complied
with, all appropriate waiting and other time periods (including any extensions
of such waiting and other time periods) under any applicable legislation or
regulations of any relevant jurisdiction having expired, lapsed or been
terminated in each case in respect of the Offer or the acquisition or proposed
acquisition of any AttentiV Shares or control of AttentiV or any other member of
the Wider AttentiV Group by any member of the Wider TietoEnator Group except
where the failure to make any such notification or filing, or comply with any
such obligation, or the fact that any such period has not expired, lapsed or
been terminated, individually or in the aggregate, is not likely to have a
materially adverse effect on the Wider TietoEnator Group taken as a whole;
(iv) all authorisations and determinations necessary or appropriate in any
relevant jurisdiction for or in respect of the Offer or the acquisition or
proposed acquisition of any AttentiV Shares or control of AttentiV or any other
member of the Wider AttentiV Group by any member of the Wider TietoEnator Group
having been obtained, in terms and in a form reasonably satisfactory to
TietoEnator, from all relevant Third Parties or (without prejudice to the
generality of the foregoing) from any persons or bodies with whom any member of
the Wider AttentiV Group has entered into contractual arrangements that are
material in the context of the Wider AttentiV Group taken as a whole and such
authorisations and determinations remaining in full force and effect and there
being no notice of any intention to revoke or not renew or materially suspend,
restrict or modify any of the same in any such case in so far as is material in
the context of the Wider TietoEnator Group or Wider AttentiV Group, as the case
may be, in each case, taken as a whole;
(v) except as publicly announced by AttentiV, or as fairly disclosed to
TietoEnator or its advisers by or on behalf of AttentiV in connection with the
Offer prior to 5 April 2005, there being no provision of any agreement,
arrangement, licence or other instrument to which any member of the Wider
AttentiV Group is a party, or by or to which any such member or any of its
assets is or are or may be bound, entitled or subject or any circumstance,
which, in each case as a consequence of the Offer or the acquisition or proposed
acquisition of any AttentiV Shares or control of AttentiV or any other member of
the Wider AttentiV Group by any member of the Wider TietoEnator Group or
otherwise, would or might reasonably be expected to result in, (in any case to
an extent that is or would be material in the context of the Wider AttentiV
Group taken as a whole):
(a) any monies borrowed by, or any other indebtedness or liabilities (actual or
contingent) of, or any grant available to, any such member being or becoming
repayable or capable of being declared repayable immediately or prior to its
stated maturity, or the ability of any such member to borrow moneys or incur any
indebtedness being withdrawn or inhibited;
(b) any such agreement, arrangement, licence or other instrument being
terminated or materially and adversely modified or affected or any onerous
obligation or liability arising or any adverse action being taken or arising
thereunder;
(c) any member of the Wider AttentiV Group ceasing to be able to carry on its
business under any name under which it currently does so;
(d) any asset or interest of any member of the Wider AttentiV Group being or
falling to be disposed of, in each case otherwise than in the ordinary course of
business;
(e) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any material part of the business, property or assets
of any such member of the Wider AttentiV Group or any such mortgage, charge or
other security interest (whenever created, arising or having arisen) becoming
enforceable;
(f) the creation of any liability (actual or contingent) by any member of the
Wider AttentiV Group otherwise than in the ordinary course of business; or
(g) the financial or trading position of any member of the Wider AttentiV Group
being prejudiced or adversely affected;
(vi) since 30 September 2004, save as publicly announced, or as fairly disclosed
to TietoEnator or its advisers by or on behalf of AttentiV in connection with
the Offer prior to 5 April 2005, no member of the Wider AttentiV Group having:
(a) (save as between AttentiV and, on a pre-emptive basis, any member of the
Wider AttentiV Group or upon the exercise of rights to subscribe for AttentiV
Shares pursuant to the exercise of options granted under any of the AttentiV
Share Option Schemes on or prior to 30 September 2004 or details of which have
been disclosed to TietoEnator or its advisers in connection with the Offer prior
to 5 April 2005) issued or agreed to issue or authorised the issue of additional
shares of any class, or of securities convertible into, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible securities
or redeemed, purchased or repaid any of its own shares or other securities or
reduced or made any other change to any part of its share capital;
(b) recommended, declared, paid or made any bonus, dividend or other
distribution whether payable in cash or otherwise (other than to AttentiV or a
wholly-owned subsidiary of AttentiV);
(c) save for transactions between members of the AttentiV Group, acquired or
disposed of or transferred, mortgaged or charged or created any security
interest over (in each case other than in the ordinary course of business) any
assets or any rights, title or interest in any asset (including shares and trade
investments), which, in each case, is material in the context of the Wider
AttentiV Group taken as a whole, or merged with or demerged any body corporate
or authorised or announced any intention to propose any such merger, demerger,
acquisition, disposal, transfer, mortgage, charge or security interest (other
than in the ordinary course of business);
(d) made or authorised or announced an intention to propose any material change
in its loan capital or issued, authorised or proposed the issue of any material
debentures;
(e) (save in the ordinary course of business and/or for transactions between
members of the AttentiV Group) incurred or increased any indebtedness or
liability (actual or contingent) which is material in the context of the Wider
AttentiV Group taken as a whole;
(f) entered into or varied or authorised the entry into or variation of any
agreement, transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which:
(i) is of a long-term, onerous or unusual nature or magnitude or which involves
or could involve an obligation of such a nature or magnitude; or
(ii) could restrict the business of any member of the Wider AttentiV Group,
and in any such case which is material in the context of the Wider AttentiV
Group taken as a whole;
(g) entered into or varied materially the terms of any contract, agreement or
arrangement with any of the Directors of AttentiV or (in a manner which is
material in the context of the Wider AttentiV Group taken as a whole) any other
director or senior executive of any member of the Wider AttentiV Group;
(h) waived or compromised any claim other than in the ordinary course of
business in any case in a manner or on terms that are material in the context of
the Wider AttentiV Group taken as a whole;
(i) taken any corporate action or had any legal proceedings instituted or
threatened against it, or petition presented or order (in each case which is not
discharged within 21 days) made, in each case for its winding-up (voluntary or
otherwise), dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer of all or any
material part of its assets or revenues which in any case is material in the
context of the Wider AttentiV Group taken as a whole;
(j) been unable, or admitted in writing that it is unable, to pay its debts 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, in any case which is likely to have a material
adverse effect on the Wider AttentiV Group taken as a whole;
(k) made any alteration to the memorandum or articles of association of
AttentiV; or
(l) entered into any contract, commitment, agreement or arrangement or passed
any resolution with respect to, or announced an intention to effect, any of the
transactions, matters or events referred to in this condition (vi),
and for the purpose of this condition "material" shall mean material in the
context of the Wider AttentiV Group taken as a whole;
(vii) since 30 September 2004, and save as publicly announced, or as fairly
disclosed to TietoEnator or its advisers by or on behalf of AttentiV in
connection with the Offer prior to 5 April 2005:
(a) no adverse change or deterioration having occurred in the business, assets,
financial or trading position or profits or prospects of AttentiV or any other
member of the Wider AttentiV Group that is material in the context of the Wider
AttentiV Group taken as a whole; and
(b) no litigation or arbitration proceedings, prosecution or other legal
proceedings having been instituted, announced, implemented or threatened in
writing by or against or remaining outstanding against or in respect of any
member of the Wider AttentiV Group or to which any member of the Wider AttentiV
Group is a party (whether as plaintiff, defendant or otherwise) the effect of
which is adverse to any member of the Wider AttentiV Group to an extent that in
any case is material in the context of the Wider AttentiV Group taken as a
whole;
(viii) save as fairly disclosed to TietoEnator or its advisers by or on behalf
of AttentiV in connection with the Offer prior to 5 April 2005, TietoEnator not
having discovered:
(a) that any financial, business or other information concerning AttentiV or the
Wider AttentiV Group that has been disclosed at any time by or on behalf of any
member of the Wider AttentiV Group whether publicly, or to any member of the
Wider TietoEnator Group, is misleading, contains any misrepresentation of fact
or omits to state a fact necessary to make the information contained therein not
misleading and which was not subsequently corrected before 5 April 2005 by
disclosure either publicly or otherwise to TietoEnator, which in any case itself
or together with other factors is material and adverse to the financial or
trading position of the Wider AttentiV Group taken as a whole; or
(b) that any member of the Wider AttentiV Group is subject to any liability
(actual or contingent) that has not been disclosed to any member of the Wider
TietoEnator Group or publicly announced prior to 5 April 2005, and which in any
case is material in the context of the Wider AttentiV Group taken as a whole;
(ix) save as publicly announced or as fairly disclosed to TietoEnator or its
advisers by or on behalf of AttentiV in connection with the Offer prior to 5
April 2005, TietoEnator not having discovered that:
(a) any past or present member of the Wider AttentiV Group has not complied with
all applicable legislation or regulations of any jurisdiction with regard to the
storage, disposal, discharge, spillage, leakage or emission of any waste or
hazardous substance or any substance likely to impair the environment or harm
human health, or otherwise relating to environmental matters or the health and
safety of any person, or that there has otherwise been any such use, treatment,
handling, storage, transport, release, disposal, discharge, spillage, leakage or
emission (whether or not this constituted a non-compliance by any person with
any legislation or regulations and wherever the same may have taken place)
which, in any case, would be likely to give rise to any liability (whether
actual or contingent) or cost on the part of any member of the Wider AttentiV
Group which in any case is material in the context of the Wider AttentiV Group
taken as a whole; or
(b) there is, or is reasonably likely to be, any liability (whether actual or
contingent) to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present member of the
Wider AttentiV Group, or in which any such member may now or previously have had
or be deemed to have or have had an interest, or any other property or any
controlled waters under any environmental legislation, regulation, notice,
circular or order or other lawful requirement of any relevant authority or Third
Party or otherwise which in any case is material in the context of the Wider
AttentiV Group taken as a whole.
For the purposes of these conditions:
(a) 'Third Party' means any government, government department or governmental,
quasi-governmental, supranational, statutory, regulatory or investigative body,
authority (including any national anti-trust or merger control authority),
court, trade agency, association, institution or professional or environmental
body or any other person or body whatsoever in any relevant jurisdiction;
(b) a Third Party shall be regarded as having 'intervened' if it has publicly
decided to take, institute, implement, or threaten any action, proceeding, suit,
investigation or enquiry or reference, or made, enacted or proposed any statute,
regulation, decision or order, and 'intervene' shall be construed accordingly;
(c) 'authorisations' means authorisations, orders, grants, recognitions,
confirmations, consents, licences, clearances, permissions, exemptions and
approvals;
(d) 'publicly announced' means disclosed in the annual report and accounts of
AttentiV for the year ended 30 September 2004 or otherwise announced on or
before 4 April 2005 by or on behalf of AttentiV by the delivery of an
announcement to a Regulatory Information Service; and
(e) 'the Wider AttentiV Group' means AttentiV and its subsidiary undertakings,
associated undertakings and any other undertakings in which AttentiV and such
undertakings (aggregating their interests) have a substantial interest and 'the
Wider TietoEnator Group' means TietoEnator and its subsidiary undertakings,
associated undertakings and any other undertaking in which TietoEnator and such
undertakings (aggregating their interests) have a substantial interest.
Subject to the requirements of the Panel, TietoEnator reserves the right to
waive all or any of the above conditions, in whole or in part, except condition
(i). The Offer will lapse if it does not become or is not declared unconditional
as to acceptances. Further, the Offer will lapse unless conditions (ii) to (ix)
have been fulfilled or (if capable of waiver) waived, or, where appropriate,
have been determined by TietoEnator to be or remain satisfied, by midnight on
the day which is 21 days after the later of the first closing date of the Offer
and the date on which the Offer becomes or is declared unconditional as to
acceptances, or such later date as TietoEnator may, with the consent of the
Panel, decide, provided that TietoEnator shall be under no obligation to waive
or treat as fulfilled or satisfied any of conditions (ii) to (ix) inclusive by a
date earlier than the latest date specified above for the fulfilment thereof
notwithstanding that any such condition or the other conditions of the Offer may
at such earlier date have been fulfilled or satisfied and that there are at such
earlier date no circumstances indicating that any of such conditions may not be
capable of fulfilment or satisfaction.
The Offer will lapse (unless otherwise agreed by the Panel) if the acquisition
of AttentiV by TietoEnator is referred to the Competition Commission before the
later of 3.00 pm (London time) on the first closing date of the Offer and the
date on which the Offer becomes or is declared unconditional as to acceptances.
If the Offer lapses it will cease to be capable of further acceptance and the
offeror and accepting AttentiV Shareholders shall thereupon cease to be bound by
Forms of Acceptance submitted at or before the time when the Offer so lapses.
If TietoEnator is required by the Panel to make an offer for AttentiV Shares
under the provisions of Rule 9 of the Code, TietoEnator may make such
alterations to the terms and conditions of the Offer as are necessary to comply
with the provisions of that Rule.
2. Certain further terms of the Offer
The AttentiV Shares which are subject to the Offer will be acquired by
TietoEnator fully paid, free from all liens, charges, equities, encumbrances and
other interests and together with all rights attaching thereto including,
without limitation, the right to receive and retain any dividend and other
distribution, announced, declared, made or payable on or after the date of this
announcement.
The availability of the 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.
APPENDIX II
SOURCES AND BASES
In this announcement:
(i) Unless otherwise stated, financial information concerning AttentiV has been
extracted from the Annual Report and Accounts of AttentiV for the year ended 30
September 2004.
(ii) Unless otherwise stated, financial information concerning TietoEnator has
been extracted from the Annual Report of TietoEnator for the year ended 31
December 2004.
(iii) The value of the issued and to be issued share capital of AttentiV is
based upon 60,577,794 AttentiV Shares in issue on 4 April 2005 and up to
5,104,516 shares which will become exercisable at a price below the Offer price
upon the Offer becoming or being declared unconditional in all respects,
assuming for this purpose that 350,000 of the potential 989,889 AttentiV Shares
allocated in respect of options granted pursuant to the Sharesave Plan are in
fact potentially exercisable having regard to the expected timing of the Offer.
(iv) The closing market price of a AttentiV Share is the middle market price
extracted from the Daily Official List for the relevant day, with the exception
of the closing market price on 4 April 2005 which is obtained from the London
Stock Exchange.
(v) The market capitalisation of TietoEnator is based on the middle market price
quoted at the close of business on the Helsinki Exchange for the relevant day.
(vi) The exchange rates used for calculation of the net sales, profit before
taxation, net financial debt and net assets information for TietoEnator are for
the year ended 31 December 2004, #1.00 = Euro1.4573 as at 4 April 2005.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement unless the context
otherwise requires:
"AIM" a alternative investment market operated by the
London Stock Exchange
"AIM Rules" the rules of the London Stock Exchange governing
the admission to and operation of AIM
"Annual Report and Accounts of the annual report and audited accounts of
AttentiV" AttentiV for the year ended 30 September 2004
"AttentiV" AttentiV Systems Group plc
"AttentiV Group" AttentiV and its subsidiary undertakings and
where the context permits, each of them
"AttentiV Shares" the existing unconditionally allotted or issued
and fully paid ordinary shares of 5 pence each in
the capital of AttentiV (other than any shares
that may be Treasury Shares while held by
AttentiV) and any further such shares which are
unconditionally allotted or issued (including
pursuant to the exercise of outstanding options
granted under the AttentiV Share Option Schemes)
prior to the date on which the Offer closes for
acceptance (or such earlier date or dates, not
being earlier than the date on which the Offer
becomes unconditional as to acceptances or, if
later, the first closing date of the Offer, as
(subject to the Code) TietoEnator may decide)
"AttentiV Share Option the EMI Plan, the Sharesave Plan and the
Schemes" Unapproved Plan
"AttentiV Shareholders" holders of AttentiV Shares
"Australia" the Commonwealth of Australia and its dependent
territories
"Code" The City Code on Takeovers and Mergers
"Companies Act" the Companies Act 1985, as amended
"CREST" the relevant system (as defined in the
Uncertificated Securities Regulations 2001 (SI
2001 No. 3755)) for paperless settlement of share
transfers and the holding of shares in
uncertificated form which is administered by
CRESTCo
"CRESTCo" CRESTCo Limited
"Daily Official List" the Daily Official List of the London Stock
Exchange
"EMI Plan" the AttentiV Systems Group plc Enterprise
Management Incentive Plan
"Hawkpoint" Hawkpoint Partners Limited
"Form of Acceptance" the form of acceptance, authority and election
for use by AttentiV Shareholders in connection
with the Offer
"Japan" Japan, its cities, prefectures, territories and
possessions
"LIBOR" the London Inter-Bank Offered Rate for deposits
in sterling for a period of 6 months as published
on the relevant business day in London at or
about 11.00 a.m. (London time)
"Loan Note Alternative" the alternative whereby AttentiV Shareholders
(other than certain overseas shareholders)
validly accepting the Offer may elect to receive
Loan Notes instead of some or all of the cash
consideration to which they would otherwise be
entitled under the Offer
"Loan Notes" the floating rate unsecured loan notes of
TietoEnator to be issued pursuant to the Loan
Note Alternative
"London Stock Exchange" London Stock Exchange plc
"Offer" the recommended cash offer to be made by Regent
on behalf of TietoEnator or a wholly-owned
subsidiary of TietoEnator for all of the AttentiV
Shares on the terms and subject to the conditions
to be set out in the Offer Document and in the
Form of Acceptance including, where the context
requires, any subsequent revision, variation,
extension or renewal of such offer or election
available thereunder
"Offer Document" the document to be despatched on behalf of the
Offeror containing and setting out the terms and
conditions of the Offer
"Panel" The Panel on Takeovers and Mergers
"Regent" or "Regent Regent Associates Limited
Associates"
"Securities Act" the United States Securities Act of 1933, as
amended
"Sharesave Plan" the AttentiV Systems Group plc Sharesave Plan
"subsidiary" shall be construed in accordance with the
Companies Act
"subsidiary undertaking", shall have the meanings given by the Companies
Act
"associated undertaking" (but for this purposes ignoring paragraph 20(1)
and "undertaking" (b) of Schedule 4A to the Companies Act)
"substantial interest" shall mean a direct or indirect interest in 20
per cent. or more of the equity capital of an
undertaking
"TietoEnator" or the TietoEnator Corporation or, as the context
"Offeror" requires, a wholly owned subsidiary of
TietoEnator Corporation to be incorporated with
limited liability under the laws of England and
designated by TietoEnator Corporation to make the
Offer
"TietoEnator Corporation" TietoEnator Corporation, a company incorporated
in Finland
"TietoEnator Group" TietoEnator Corporation and its subsidiaries
"Treasury Shares" the ordinary shares of 5 pence each in the
capital of AttentiV (if any) which are for the
time being held by AttentiV as treasury shares
(within the meaning of Section 162A of the
Companies Act)
"UK Listing Authority" the Financial Services Authority acting in its
capacity as the competent authority for listing
under Part VI of the Financial Services and
Markets Act 2000
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern
Ireland
"Unapproved Plan" the AttentiV Systems Group plc Unapproved Share
Option Plan
"US" or "United States" the United States of America, its possessions and
territories, all areas subject to its
jurisdiction or any subdivision thereof, any
State of the United States and the District of
Columbia
This information is provided by RNS
The company news service from the London Stock Exchange
END
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