TIDMBOOM
RNS Number : 8556G
Boom Pictures Limited
04 July 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE
UNITED STATES, AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
4 July 2012
RECOMMENDED CASH OFFER BY DELOITTE CORPORATE FINANCE ON BEHALF
OF BOOM PICTURES LIMITED FOR BOOMERANG PLUS PLC
Summary
-- The Boom Pictures Directors and the Independent Directors of
Boomerang are pleased to announce that they have reached agreement
on the terms of a recommended cash offer for Boomerang, to be made
by Deloitte Corporate Finance on behalf of Boom Pictures.
-- Under the terms of the Offer, Boomerang Shareholders are
entitled to receive 77 pence in cash for each Offer Share held,
representing a premium of approximately:
- 51.0 per cent. to the closing price of 51.0 pence per Offer
Share on 3 July 2012, being the last business day prior to the
publication of this Announcement; and
- 52.6 per cent. to the average closing price of 50.5 pence per
Offer Share during the 12 months prior to 3 July 2012.
-- The Offer, which is wholly in cash, values the entire issued
and to be issued share capital at approximately GBP7.1 million.
-- The Independent Directors, who have been so advised by
finnCap, consider the terms of the Offer to be fair and reasonable
and will recommend unanimously that Boomerang Shareholders accept
the Offer and that Independent Shareholders vote in favour of the
Ordinary Resolution to be proposed at the General Meeting. In
providing advice to the Independent Directors of Boomerang, finnCap
has taken into account the Independent Directors' commercial
assessments.
-- In aggregate, Boom Pictures has received irrevocable
undertakings to accept the Offer in respect of a total of 5,351,477
Offer Shares, representing approximately 80.9 per cent. of the
Offer Shares and to vote in favour of the Ordinary Resolution in
respect of a total of 3,168,773 Eligible Voting Shares,
representing approximately 74.2 per cent. of the Eligible Voting
Shares.
-- Boom Pictures has received irrevocable undertakings from the
Independent Directors to accept, or procure the acceptance of, the
Offer in respect of a total of 13,111 Offer Shares, representing
approximately in aggregate 0.2 per cent. of the Offer Shares and to
vote, or procure the vote, in favour of the Ordinary Resolution in
respect of their entire beneficial holdings of 13,111 Eligible
Voting Shares, representing approximately 0.3 per cent. of the
Eligible Voting Shares.
-- Certain other Independent Shareholders have also irrevocably
undertaken to accept, or procure the acceptance of, the Offer and
to vote in favour of the Ordinary Resolution in respect of a total
of 3,155,662 Offer Shares, representing approximately 47.7 per
cent. of the Offer Shares and approximately 73.9 per cent. of the
Eligible Voting Shares.
-- The members of the Management Team have irrevocably
undertaken to accept, or procure the acceptance of, the Offer in
respect of all of the Management Offer Shares amounting to
2,182,704 Offer Shares and representing approximately 33.0 per
cent. of the Offer Shares.
-- Boom Pictures, a company backed by LDC (acting as manager of
LDC I and LDC Parallel I), Lorraine Heggessey and the Management
Team, including Huw Eurig Davies (Chief Executive Officer of
Boomerang), Mark Fenwick (Finance Director of Boomerang) and Gareth
Rees (Executive Director of Boomerang), is a recently incorporated
company established for the purpose of making the Offer. Following
the Offer being declared unconditional in all respects, shares in
Boom Pictures will be owned by funds managed by LDC, Lorraine
Heggessey and the Management Team.
-- A General Meeting of Boomerang will be convened to approve
the proposed arrangements between Boom Pictures and the Management
Team and the Offer will be conditional on, inter alia, the passing
of the Ordinary Resolution by Independent Shareholders at the
General Meeting.
Commenting on the Offer:
Daniel Sasaki, Managing Director of LDC, said:
"LDC has an outstanding investment track record in media
investing, including successful exits in TV production like Mersey
Television. LDC believes that the UK TV production sector has
strong growth prospects, at home and abroad, especially as the
digital age and the rise of social and mobile media stretch the
traditional distribution models for video content. This is one of
the reasons we announced last year a commitment to invest GBP200m
in the sector over the next two years.
We are excited about the opportunity to back Lorraine Heggessey,
a leading light of the industry, in partnership with the management
of Boomerang, who are an innovative and experienced team that
consistently punches above its weight. We believe this combination
can drive significant growth when Boomerang is released from the
confines of the public markets. In return, LDC has the resources,
skills and track record to help management accelerate the
development of their business."
Richard Huntingford, Chairman of Boomerang, said:
"The Offer from Boom Pictures, backed by LDC, is a good outcome
for all of Boomerang's key stakeholders. It allows Boomerang
Shareholders to realise a significant cash premium for their shares
today and provides Boomerang's management and employees with a
strong platform from which to grow the business, both organically
and through acquisition, over the coming years."
Huw Eurig Davies, Chief Executive of Boomerang and Chief
Executive Officer of Boom Pictures, said:
"This is a very exciting time for Boomerang. Lorraine's
reputation and track record within the television broadcasting and
production sector are second to none. Working together with
Lorraine and LDC is a significant move as we continue to develop
our strategy of building a strong international creative business
headquartered in Wales."
Lorraine Heggessey, Executive Chairwoman of Boom Pictures,
said:
"I am delighted to be teaming up with Boomerang and LDC to
launch Boom Pictures, a new production business in the UK's vibrant
independent sector. I can't wait to return to working with talented
creatives, helping them to develop and produce wonderful
programmes.
I have found two ideal partners who share my vision for a
company that will be truly independent in spirit, with creativity
at its heart. Huw and his Boomerang team have built a thriving
production group that is ready for expansion. LDC is an investor
with a great track record in understanding the complex demands of
building a media company, with the resources to support Boom
Pictures as it grows.
I can now capitalise on my extensive broadcasting and production
experience and am excited to be embarking on this new
adventure."
Enquiries:
For further information, please contact:
Boom Pictures
Lorraine Heggessey 020 8995 3936
Huw Eurig Davies 029 2067 1505
Deloitte Corporate Finance 020 7936 3000
(financial adviser to Lorraine Heggessey & Boom
Pictures)
Jon Hinton
James Lewis
Stuart Sparkes
Plank PR 020 8995 3936
(public relations adviser to Boom Pictures)
Louise Plank
Boomerang 07802 793 444
Richard Huntingford, Chairman
finnCap 020 7220 0500
(financial adviser to Boomerang)
Geoff Nash
Charlotte Stranner
Walbrook PR 020 7933 8780
(PR adviser to Boomerang)
Paul McManus
Paul Cornelius
This summary should be read in conjunction with the full text of
this Announcement. The Offer will be subject to the conditions set
out in Appendix I to this Announcement and to the full terms and
conditions to be set out in the Offer Document when issued.
Appendix II to this Announcement contains further details of the
sources and bases of calculations set out in this Announcement,
Appendix III contains a summary of the irrevocable undertakings
currently received (including those received from the Boomerang
Directors) and Appendix IV contains definitions of certain
expressions used in this summary and in this Announcement.
This Announcement is for information purposes only and is not
intended and does not constitute or form part of an 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 and
the accompanying Form of Acceptance, which will contain the full
terms and conditions of the Offer, including details of how the
Offer may be accepted.
Deloitte Corporate Finance is acting only for Lorraine Heggessey
and Boom Pictures and no one else in connection with the Offer and
will not regard any other person as its client nor be responsible
to anyone other than those persons for providing the protections
afforded to clients of Deloitte Corporate Finance nor for providing
advice in relation to the Offer, the contents of this Announcement
or any other matters referred to in this Announcement. Deloitte
Corporate Finance is a division of Deloitte LLP, which is
authorised and regulated by the Financial Services Authority in
respect of regulated activities.
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting only for
Boomerang and no one else in connection with the Offer and will not
be responsible to anyone other than Boomerang for providing the
protections afforded to clients of finnCap Ltd or for providing
advice in relation to the Offer, the contents of this Announcement
or any other matters referred to in this Announcement.
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.
Overseas Shareholders
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 Boom Pictures and permitted by
applicable law and regulation, subject to certain exemptions, the
Offer 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 Boom
Pictures, 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 before taking any action.
Forward-looking statements
This Announcement includes certain "forward-looking" statements
with respect to the financial condition, results of operations and
business of Boomerang and/or Boom Pictures and certain plans and
objectives of the board of directors of Boomerang and Boom Pictures
with respect thereto. The forward-looking statements contained
herein may include statements about the expected effects on Boom
Pictures or Boomerang of the Offer, the expected timing and scope
of the Offer, anticipated earnings enhancements and other strategic
options, as well as 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 Boomerang and
Boom Pictures 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 Boomerang or Boom Pictures. 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 Boomerang or Boom Pictures 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
Boomerang and Boom Pictures 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 the AIM Rules, neither
Boomerang nor Boom Pictures 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 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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 p.m. (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 of the Code.
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 of
the Code).
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 Boomerang Shareholders
Addresses, electronic addresses and certain information provided
by Boomerang Shareholders, persons with information rights and
other relevant persons for the receipt of communications from
Boomerang may be provided to Boom Pictures during the offer period
as requested under Section 4 of Appendix 4 to the Code.
Publication on website and availability of hard copies
A copy of this Announcement will be made available free of
charge, at www.boomerang.co.uk and www.boombid.co.uk by no later
than 12.00 p.m. on 5 July 2012 and will be available during the
course of the Offer. You may request a hard copy of this
Announcement, free of charge, by contacting Mark Fenwick, the
Company Secretary of Boomerang, on +44 (0) 29 2067 1500 or Jenny
Stephenson of CMS Cameron McKenna LLP on +44 (0) 207 367 3000 or at
CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street, London
EC1A 4DD. 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.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Boomerang confirms
that at the date of this Announcement, there are 8,932,227
Boomerang Shares in issue and admitted to trading on AIM. The ISIN
of the Boomerang Shares is GB00B23VYZ68.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE
UNITED STATES, AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
4 July 2012
RECOMMENDED CASH OFFER BY DELOITTE CORPORATE FINANCE ON BEHALF
OF BOOM PICTURES LIMITED FOR BOOMERANG PLUS PLC
1. Introduction
The Boom Pictures Directors and the Independent Directors of
Boomerang are pleased to announce that they have reached agreement
on the terms of a recommended cash offer to be made by Deloitte
Corporate Finance on behalf of Boom Pictures for the entire issued
and to be issued share capital of Boomerang, excluding the
Roll-over Shares that Boom Pictures has separately contracted to
acquire from the Management Team.
The formal Offer will be set out in the Offer Document, which is
expected to be despatched to Boomerang Shareholders and, for
information only, to holders of Boomerang Options later today.
2. The Offer
The Offer, which will be made on the terms and subject to the
conditions set out in Appendix I to this Announcement and the
further terms and conditions to be set out or referred to in the
Offer Document and the Form of Acceptance, will be made on the
following basis:
For each Offer Share 77 pence in cash
The Offer, which is wholly in cash, values Boomerang's entire
issued and to be issued share capital at approximately GBP7.1
million and represents a premium of approximately:
-- 51.0 per cent. to the closing price of 51.0 pence per Offer
Share on 3 July 2012, being the last business day prior to the
commencement of the Offer Period; and
-- 52.6 per cent. to the average closing price of 50.5 pence per
Offer Share during the 12 months prior to 3 July 2012.
The Offer extends to all Offer Shares unconditionally allotted
or issued and fully paid on the date of the Offer and any Offer
Shares which are unconditionally allotted or issued and fully paid
before the date on which the Offer closes to acceptances or such
earlier date as Boom Pictures may announce, subject to the Code and
in accordance with the further conditions and terms of the Offer
set out and referred to in Appendix I to this Announcement.
The Offer Shares will be transferred to Boom Pictures fully paid
with full title guarantee and free from all liens, charges,
equitable interests, encumbrances, rights of pre-emption and other
third party rights or interests and together with all rights
attaching to such Offer Shares including, without limitation, the
right to receive all dividends and other distributions (if any)
announced, declared, made or paid after the Announcement Date.
3. Background to and reasons for the Offer
LDC and Lorraine Heggessey believe that Boomerang represents an
attractive investment opportunity based on four key factors: (i)
Lorraine Heggessey's reputation and her contacts in the TV
broadcasting and production sector; (ii) Boomerang's position as a
well respected independent platform from which to develop a larger
business both organically and through acquisition; (iii) the
ability of Boomerang to prioritise its growth potential without
meeting the demands required of a publicly traded company; and (iv)
the ability of LDC to add value to the operations of Boomerang.
Lorraine Heggessey
Lorraine Heggessey is a leading executive in the UK TV industry.
She has had a long and successful career working for the BBC and in
the independent production sector. She held several executive roles
at the BBC and was the first female controller of BBC One, holding
the post for five years. She subsequently spent five years as the
Chief Executive Officer of one of the UK's largest independent TV
producers, Talkback Thames. Since leaving that role, she has been
searching for an opportunity to invest in an independent TV
production business to serve as a platform to build a significant,
new creative group focused on the production and ownership of
intellectual property.
Boomerang
Boomerang is ideally positioned to be the platform asset as a
strong management team, led by Chief Executive Huw Eurig Davies,
has built up a diversified business with solid revenues and a
proven track record of acquiring and integrating a number of
businesses. Boomerang is currently admitted to trading on AIM but
appears to lack the access to capital and relationships with key
broadcasters necessary if it is to grow significantly as a producer
of network programmes and a consolidator of other independent TV
production businesses.
The vision
The vision for the new group is to produce high quality content
with the aim of building excellent relationships with broadcasters,
advertisers and talent, operating across multiple geographies. The
new group's ambition is to capitalise on the latest developments
for multi-media content across TV and digital platforms and to
become an attractive partner for creative talent and small
independent TV companies who would benefit from additional
resources and the expertise of senior industry executives to help
them achieve their full potential.
The ability of LDC to add value
As one of the pre-eminent UK mid-market private equity firms,
LDC has significant experience and a track record of investing in
the UK media sector. LDC is a long established private equity
investor with extensive experience managing growth businesses and
LDC believes that existing and new customers can draw confidence
from the reputation of LDC and of LDC's commitment to its portfolio
businesses. LDC believes that Boomerang's ability to grow in the
future will be enhanced under its ownership as it executes its
longer term strategy. LDC intends to support the Company by
providing resources to continue to invest in production,
intellectual property development and, should valid opportunities
arise, strategic acquisitions.
4. Recommendation
The Independent Directors, who have been so advised by finnCap,
consider the terms of the Offer to be fair and reasonable. In
providing advice to the Independent Directors in relation to the
Offer, finnCap has taken into account the commercial assessments of
the Independent Directors. FinnCap has advised the Independent
Directors that the terms of the Management Arrangements are fair
and reasonable in so far as Independent Shareholders are
concerned.
Accordingly, the Independent Directors will recommend
unanimously that Boomerang Shareholders accept the Offer as they
have irrevocably undertaken to do in respect of a total of 13,111
Offer Shares representing approximately in aggregate 0.2 per cent.
of the Offer Shares and that Independent Shareholders should vote
in favour of the Ordinary Resolution to be proposed at the General
Meeting as they have irrevocably undertaken to do so in respect of
their entire beneficial holdings of 13,111 Eligible Voting Shares,
representing approximately 0.3 per cent. of the Eligible Voting
Shares.
5. Irrevocable undertakings to accept the Offer and vote in favour of the Ordinary Resolution
Boom Pictures has received irrevocable undertakings from the
Independent Directors to accept, or procure the acceptance of, the
Offer in respect of a total of 13,111 Offer Shares, representing
approximately 0.2 per cent. of the Offer Shares and to vote in
favour of the Ordinary Resolution in respect of a total of 13,111
Eligible Voting Shares, representing approximately 0.3 per cent. of
the Eligible Voting Shares.
Certain other Independent Shareholders have also irrevocably
undertaken to accept, or procure the acceptance of, the Offer and
to vote in favour of the Ordinary Resolution in respect of a total
of 3,155,662 Offer Shares, representing approximately 47.7 per
cent. of the Offer Shares and approximately 73.9 per cent. of the
Eligible Voting Shares.
In addition, the members of the Management Team have irrevocably
undertaken to accept, or procure the acceptance of, the Offer in
respect of all of the Management Offer Shares amounting to
2,182,704 Offer Shares and representing approximately 33.0 per
cent. of the Offer Shares.
Accordingly, Boom Pictures has received, in aggregate,
irrevocable undertakings in respect of a total of:
(a) 5,351,477 Offer Shares to accept the Offer, representing a
total of 80.9 per cent. of the Offer Shares in issue as of the date
of this Announcement; and
(b) 3,168,773 Eligible Voting Shares to vote in favour of the
Ordinary Resolution, representing a total of 74.2 per cent. of the
Eligible Voting Shares in issue as of the date of this
Announcement.
Further details of certain of these irrevocable undertakings are
set out in Appendix III to this Announcement.
6. Background to and reasons for recommending the Offer
Boomerang's strategy is to grow its business both organically
and by acquisition. The Boomerang Group produced a good set of
results for the year ended 31 May 2011, which showed further
progress in diversifying the Boomerang Group's customer base.
The Boomerang Board's strategy has been to invest in businesses
with international footprints and Boomerang's acquisitions include
Indus Films (acquired in October 2009) with its range of
internationally acclaimed programmes, and the trade and assets of
Oxford Scientific Films ("OSF") (acquired in June 2011), with its
strong track record in factual programming for UK and international
broadcasters.
Despite the recent progress and the strong platform for future
growth, the public markets continue to ascribe a low valuation to
the Boomerang Group. Thus, whilst there are opportunities for
further acquisitions in what remains a very fragmented independent
television production sector, the low valuation of Boomerang makes
such acquisitions disproportionately dilutive and current credit
conditions make raising debt finance extremely challenging. The
Boomerang Board does not believe that these conditions are likely
to improve in the foreseeable future.
The Boomerang Group has a strong and ambitious management team
and an infrastructure to support the further expansion of the
business, whilst it also bears the significant cost of being a
quoted company. As a result of the above issues, the Independent
Directors have concluded that Boomerang would be better placed to
execute its growth strategy in an off-market environment. The
Independent Directors consider that the Offer represents a good
opportunity to realise a fair and reasonable cash price for
Boomerang Shares today.
7. Arrangements with the Management Team
Boom Pictures believes that the ongoing participation in and
leadership of the business of Boomerang by the Management Team is
fundamental to its continued growth, due to their knowledge of
Boomerang's programmes, services, customers and the markets in
which Boomerang operates. As a consequence, the Management
Arrangements, which will be described in more detail in the Offer
Document, have been agreed between Boom Pictures and the Management
Team.
The rules of the Code require that the arrangements between Boom
Pictures and the Management Team be approved by way of a resolution
of Independent Shareholders, to be taken on a poll at the General
Meeting.
The Management Team will accept, or procure the acceptance of,
the Offer in respect of their Management Offer Shares in accordance
with the irrevocable undertakings given by the Management Team as
described in paragraph 5 of this Announcement. Boom Pictures will
acquire the Roll-over Shares from certain members of the Management
Team in exchange for Boom Pictures Loan Notes and Boom Pictures
Shares, pursuant to the terms of the Share Exchange Deed, at the
date that the Offer becomes, or is declared, unconditional in all
respects. In addition, on the date that the Offer becomes, or is
declared, unconditional in all respects, certain members of the
Management Team and Lorraine Heggessey will subscribe for Boom
Pictures Shares and Lorraine Heggessey will subscribe for Boom
Pictures Shares and Boom Pictures Loan Notes. Accordingly, the Boom
Pictures Management Team will hold Boom Pictures Shares and Boom
Pictures Loan Notes as set out in the tables below.
% of issued
Boom Pictures B Boom Pictures C Boom Pictures D Total Boom share capital
Name Ordinary Shares Ordinary Shares Ordinary Shares Pictures Shares of Boom Pictures*
GBP
Huw Eurig
Davies 51,788 17,600 - 69,388 8.81%
Gareth Rees 20,365 8,800 3,875 33,040 4.20%
Mark Fenwick 7,920 22,400 2,750 33,070 4.20%
Gruffydd Davies 20,365 - 12,675 33,040 4.20%
Nia Thomas - 6,800 - 6,800 0.86%
Richard Moss 2,914 4,000 - 6,914 0.88%
Dylan Davies - 6,800 - 6,800 0.86%
Lorraine
Heggessey 8,000 101,600 - 109,600 13.92%
Totals 111,352 168,000 19,300 298,652 37.93%
*Figure is based on the paid up amounts for all Boom Pictures A
Ordinary Shares, Boom Pictures B Ordinary Shares, Boom Pictures C
Ordinary Shares and Boom Pictures D Ordinary Shares.
Boom Pictures C Loan Boom Pictures D Loan Boom Pictures E Loan Total Boom Pictures
Name Notes Notes Notes Loan Notes
GBP GBP GBP GBP
Huw Eurig Davies 423,494 423,494 - 846,988
Gareth Rees 164,595 164,595 - 329,190
Mark Fenwick 63,388 63,387 115,045 241,820
Gruffydd Davies 160,195 160,195 - 320,390
Nia Thomas - - - -
Richard Moss 23,833 23,833 - 47,666
Dylan Davies - - - -
Lorraine Heggessey 65,420 65,419 - 130,839
Totals 900,925 900,923 115,045 1,916,893
As at the date that the Offer becomes, or is declared,
unconditional in all respects, the Boom Pictures Management Team
will hold in aggregate approximately 37.9 per cent. of the issued
share capital of Boom Pictures and the remaining approximately 62.1
per cent. will be beneficially owned by LDC I and LDC Parallel I.
The voting rights of LDC I and LDC Parallel I under their class of
shares in Boom Pictures will be restricted to 49.9% of the total
voting rights, with the net effect being that the balance split
proportionally between the Boom Pictures Management Team.
3.9 per cent. of Boom Pictures C Ordinary Shares (on a fully
diluted basis) have been authorised to be issued and are intended
for future allocation to employees or directors of the Boom
Pictures Group (subject to remuneration committee approval).
The members of the Management Team have agreed pursuant to the
Subscription and Shareholders' Agreement to enter into new service
contracts with Boom Pictures on the Offer being declared
unconditional in all respects, which are broadly on the same terms
as their current service contracts with the Boomerang Group (apart
from increases in salary for certain of the Management Team, the
details of which will be set out in the Offer Document).
In relation to the Management Arrangements, the Panel has
agreed, subject to the requisite Ordinary Resolution being passed
on a poll of Independent Shareholders at the General Meeting to be
held on 20 July 2012, to allow the Management Arrangements to be
made on the terms and subject to the conditions of the Share
Exchange Deed and the Subscription and Shareholders' Agreement
notwithstanding the fact that the opportunity to participate in
such arrangements is not being extended to all Boomerang
Shareholders.
Accordingly, a notice will be sent to Boomerang shareholders
convening the General Meeting for 11.00 a.m. on 20 July 2012 at
which the Ordinary Resolution to approve the Management
Arrangements, pursuant to the Code, will be proposed. In accordance
with the requirements of the Code, only Independent Shareholders
will be permitted to vote on the Ordinary Resolution, which will be
taken on a poll. The Offer will be conditional, inter alia, upon
the passing of the Ordinary Resolution.
finnCap has advised the Independent Directors that the terms of
the Management Arrangements are fair and reasonable so far as
Independent Shareholders are concerned. Accordingly, the
Independent Directors recommend unanimously Independent
Shareholders to vote in favour of the Ordinary Resolution.
The Independent Directors have irrevocably undertaken to vote,
or procure the vote, in favour of the Ordinary Resolution in
respect of their entire beneficial holdings of, in aggregate,
13,111 Eligible Voting Shares, representing approximately 0.3 per
cent. of the Eligible Voting Shares.
8. Management, employees and locations and changes to the Boomerang Board
Boom Pictures values the skills, knowledge and expertise of
Boomerang's existing management and employees and expects them to
play an important role in the further development and continuing
growth of the Boomerang business.
Boom Pictures has indicated that, with the exception of Richard
Huntingford, Roger Moore and Linda James who will each resign from
the Boomerang Board upon the Offer becoming, or being declared,
unconditional in all respects, the Offer will not have any adverse
repercussions on the Boomerang Group's employees or management and
will provide continuity of employment for staff.
Furthermore, Boom Pictures does not intend to change the
location of the Boomerang Group's places of business or to redeploy
any of Boomerang's fixed assets or effect a material change in any
conditions of employment (save for the Management Team's new
service contracts, which are to be entered into with Boom Pictures
and which are broadly on the same terms as their current service
contracts with the Boomerang Group apart from increases in salary
for certain of the Management Team, details of which will be set
out in the Offer Document).
Boom Pictures has also confirmed to the Independent Directors
that the existing employment rights, including pension rights, of
all Boomerang employees will be fully safeguarded upon the Offer
becoming, or being declared, unconditional in all respects.
9. Current trading and prospects of Boomerang
On 28 February 2012, the Boomerang Group announced its interim
results showing revenues were broadly flat at GBP16 million (first
half of 2011: GBP16.3 million), with the reductions arising from
S4C's reduced funding being largely offset by organic growth and
the first full six month contribution by OSF acquired in June
2011.
Gross profit increased by 14.1 per cent. to GBP2.83 million
(first half of 2011: GBP2.48 million) and the continued
restructuring and relocation of the Boomerang Group's businesses,
along with tight cost controls, enabled the Boomerang Group to
increase adjusted operating profits by 8 per cent. to GBP0.95
million (first half of 2011: GBP0.88 million). Operating profits
were adjusted for professional fees in relation to corporate
transactions, reorganisation costs, and amortisation of intangible
assets arising on business acquisitions.
Trading in the current financial year, and the Boomerang Group's
pipeline of productions for 2012, remains in line with the
Boomerang Board's expectations.
10. Information on Boom Pictures
Boom Pictures is a limited liability company incorporated in
England and Wales for the purposes of making the Offer and is
backed by LDC (acting as manager of LDC I and LDC Parallel I),
Lorraine Heggessey and the Management Team. Boom Pictures has not
traded since its incorporation and the only obligations that it has
entered into are in connection with implementing the Offer.
Following the acquisition of Boomerang, Boom Pictures will employ
key personnel and actively manage its investment. It will recharge
the costs of key personnel and other costs as appropriate to the
Boomerang Group under a management services agreement.
Further information on Boom Pictures will be set out in the
Offer Document.
11. Information on LDC
LDC is one of the UK's leading mid-market private equity firms
with over 30 years' history supporting ambitious management teams.
LDC is a wholly owned subsidiary of Lloyds TSB Bank plc which
itself is a wholly owned subsidiary of Lloyds Banking Group plc.
LDC has been investing with funds provided by its parent throughout
the economic cycle.
LDC has a portfolio of over 70 businesses valued in excess of
GBP1.3 billion, an extensive network of 10 offices across the UK
and a presence in Hong Kong. LDC assists the businesses it invests
in by providing access to new market opportunities and potential
synergies, both from its portfolio and within the Lloyds Banking
Group.
Further information on LDC will be set out in the Offer
Document.
12. Information on Lloyds Banking Group
Lloyds Banking Group is a UK based financial services group
providing a wide range of banking and financial services, primarily
in the UK, to personal and corporate customers. Its main business
activities include retail, commercial and corporate banking,
general insurance, and life, pensions and investment provision.
During its last financial year to 31 December 2011, Lloyds Banking
Group and its affiliates worldwide earned consolidated revenues of
approximately GBP26.8 billion.
Further information on Lloyds Banking Group will be set out in
the Offer Document.
13. Financing of the Offer and cash confirmation
Boom Pictures is being financed by approximately GBP2,215,545 of
equity and loan notes to be subscribed and/or acquired in
consideration of the Roll-over Shares by members of the Management
Team and Lorraine Heggessey and approximately GBP8,780,436 of
equity and loan notes to be subscribed by LDC I and LDC Parallel I.
The LDC I and LDC Parallel I funding is provided from Lloyds
Banking Group's cash resources. There is no requirement for any
funding from third party providers of debt finance to Boom
Pictures.
Deloitte Corporate Finance, financial adviser to Boom Pictures,
has confirmed that it is satisfied that sufficient resources are
available to Boom Pictures to satisfy in full the cash
consideration payable to Boomerang Shareholders under the terms of
the Offer and participants in the Boomerang Share Option Schemes
under the proposals to be made to such participants.
Further details of the equity financing structure will be set
out in the Offer Document.
14. Information on Boomerang
Boomerang is a public limited company incorporated in England
and Wales with company number 2936337 and registered office at 218
Penarth Road, Cardiff, Wales CF11 8NN.
Boomerang creates entertainment, factual, sport, music, drama
and children's programmes for television, radio and the web.
Boomerang operates in a variety of sectors, including, inter alia,
programme production, television facilities and talent management.
Boomerang has investments in a number of media businesses,
including production companies, Alfresco, Apollo, Boomerang, Bulb,
Fflic, Indus and OSF; facilities companies Gorilla and Zoom;
multi-media publisher Boom Extreme Publishing; talent companies
Harlequin and Boom Talent; event company Big Freeze Limited, and
Education and corporate production business Media4.
Highlights of the consolidated financial statements for the
financial years ended 31 May 2011 and 31 May 2010 are as
follows:
2011 2010
GBP'000 GBP'000
Revenue 26,933 21,409
Profit from operations 1,134 608
Profit before tax 1,020 535
Basic earnings (pence per share) 6.18 3.56
Diluted earnings (pence per share) 6.10 3.50
15. Boomerang Share Option Schemes
The Offer extends to any Offer Shares which are unconditionally
allotted or issued fully paid (or credited as fully paid) prior to
the date on which the Offer closes (or such earlier date as Boom
Pictures may, subject to the Code and/or with the consent of the
Panel, determine) as a result of the exercise of options granted
under the Boomerang Share Option Schemes. Participants in the
Boomerang Share Option Schemes are being contacted and appropriate
proposals will be made to such participants. At the date of this
Announcement, options over a maximum of 231,321 Boomerang Shares
with an exercise price of less than the Offer Price are outstanding
under the Boomerang Share Option Schemes.
16. Boomerang cancellation of trading on AIM, re-registration as
a private company and intention to compulsorily purchase Offer
Shares
If Boom Pictures receives acceptances under the Offer in respect
of, or otherwise acquires, 90 per cent. or more of the Boomerang
Shares to which the Offer relates, Boom Pictures will 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.
It is also intended that, following the Offer becoming or being
declared unconditional in all respects and subject to any
applicable regulatory requirements, Boom Pictures will procure that
Boomerang applies to the London Stock Exchange for the cancellation
of trading in Boomerang's Shares on AIM. Such cancellation would
significantly reduce the liquidity and marketability of any Offer
Shares not acquired by Boom Pictures.
Boom Pictures will also seek to procure the re-registration of
Boomerang as a private company.
17. Overseas Shareholders
The availability of the Offer to Boomerang Shareholders who are
not resident in the UK 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. If you remain in any doubt, you should consult
your professional adviser in the relevant jurisdiction without
delay.
The Offer will not be made, directly or indirectly, in or into
and will not be capable of acceptance from or within any Restricted
Jurisdiction.
18. Further details of the Offer
The Offer will be subject to the conditions set out in Appendix
I to this Announcement and the full terms and conditions to be set
out in the Offer Document and Form of Acceptance when issued.
Appendix II to this Announcement contains further details of the
sources and bases of calculations set out in this Announcement,
Appendix III contains a summary of the irrevocable undertakings
currently received (including those received by the Boomerang
Directors) and Appendix IV contains definitions of certain
expressions used in this summary and in this Announcement.
19. Confidentiality Agreement
On 25 January 2012, Lorraine Heggessey and Boomerang entered
into a non-disclosure agreement which contains mutual obligations
of confidentiality in respect of information received in relation
to the Offer. The agreement terminates one year after either the
discharge of all obligations in relation to the Offer or on the
date on which one party notifies the other party that the Offer
will not be implemented, save in respect of Trade Secrets (as
defined therein) for which the agreement will remain in force until
the earlier of five years from the date of the agreement or the
date on which such Trade Secrets become part of the public domain
in a manner contemplated therein.
20. Disclosures of interests in Boomerang Shares
Boom Pictures confirms that it will today be making an Opening
Position Disclosure setting out the details required to be
disclosed by it under Rule 8.1(a) of the Code. For reasons of
confidentiality, prior to the date of this Announcement, Boom
Pictures has not been able to ascertain relevant details in respect
of certain of Boom Pictures' concert parties and, accordingly, Boom
Pictures confirms that a further disclosure in accordance with Rule
8.1(a) and Note 2(a)(i) on Rule 8 of the Code will be made as soon
as possible, if required.
Save for the irrevocable undertakings described in paragraph 5
of this Announcement, there is no indemnity or other dealing
arrangement relating to relevant securities in Boomerang which
exists between Boom Pictures or any person acting in concert with
Boom Pictures and any other person, nor between Boomerang or any
person acting in concert with Boomerang and any other person. For
these purposes, an "arrangement" includes any indemnity or option
arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to Boomerang Shares which
may be an inducement to deal or refrain from dealing in such
securities.
21. Documents on display
Copies of the following documents will be available, free of
charge, on Boomerang's website at www.boomerang.co.uk and Boom
Pictures' website at www.boombid.co.uk by no later than 12.00 p.m.
on 5 July 2012 and will be available during the course of the
Offer:
a. the irrevocable undertakings referred to in paragraph 5 of this Announcement;
b. the Share Exchange Deed referred to in paragraph 7 of this Announcement;
c. the Subscription and Shareholders' Agreement referred to in
paragraph 7 of this Announcement;
d. the service contracts of the Management Team referred to in
paragraph 7 of this Announcement;
e. the non-disclosure agreement between Lorraine Heggessey and
Boomerang Plus plc, dated 25 January 2012, referred to in paragraph
19 of this Announcement; and
f. a copy of this Announcement.
You may request a hard copy of this Announcement, free of
charge, by contacting Mark Fenwick, the Company Secretary of
Boomerang, on +44 (0) 29 2067 1500 or Jenny Stephenson of CMS
Cameron McKenna LLP on +44 (0) 207 367 3000 or at CMS Cameron
McKenna LLP, Mitre House, 160 Aldersgate Street, London EC1A 4DD.
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.
Enquiries:
For further information, please contact:
Boom Pictures
Lorraine Heggessey 020 8995 3936
Huw Eurig Davies 029 2067 1505
Deloitte Corporate Finance 020 7936 3000
(financial adviser to Lorraine Heggessey & Boom
Pictures)
Jon Hinton
James Lewis
Stuart Sparkes
Plank PR 020 8995 3936
(public relations adviser to Boom Pictures)
Louise Plank
Boomerang 07802 793 444
Richard Huntingford, Chairman
finnCap 020 7220 0500
(financial adviser to Boomerang)
Geoff Nash
Charlotte Stranner
Walbrook PR 020 7933 8780
(public relations adviser to Boomerang)
Paul McManus
Paul Cornelius
Appendix I
Conditions and certain further terms of the Offer
Conditions of the Offer
1 Definitions and Interpretations
1.1 Except where the context requires otherwise, any reference in this Appendix I to:
1.1.1 the "Acceptance Condition" means the condition set out in
paragraph 2 of this Appendix I;
1.1.2 "acceptances of the Offer" includes deemed acceptances of the Offer;
1.1.3 "acting in concert with Boom Pictures" is a reference to a
person acting or deemed to be acting in concert with Boom Pictures
for the purposes of the Code and/or the Offer (including the
Management Team);
1.1.4 "Day 39" means 12 August 2012;
1.1.5 "Day 60" means 2 September 2012;
1.1.6 "Disclosed" means (i) as fairly disclosed in Boomerang's
report and accounts for the year ended 31 May 2011; (ii) as
publicly announced by Boomerang after 31 May 2011 (by the delivery
of an announcement to an authorised Regulatory Information Service
prior to the Announcement Date); (iii) as fairly disclosed in this
Announcement; or (iv) as otherwise disclosed fairly in writing, or
in the documentation or written information provided, to Boom
Pictures or its advisers by or on behalf of Boomerang prior to the
Announcement Date;
1.1.7 "First Closing Date" means 25 July 2012;
1.1.8 "the Offer becoming unconditional" means the Acceptance
Condition and further conditions of the Offer set out in paragraph
3 of this Appendix I becoming satisfied (or where capable of
waiver, waived), and references to the Offer having become or not
become unconditional shall be construed accordingly;
1.1.9 the "relevant day" has the meaning given to it in
paragraph 3.1 of Part B of Appendix I to the Offer Document;
1.1.10 "Restricted Escrow Transfer" has the meaning given to it
in paragraph 6.6 of Part B this Appendix I to the Offer Document;
and
1.1.11 "Restricted ESA Instruction" has the meaning given to it
in paragraph 6.6 of Part B of Appendix I to the Offer Document.
2 Acceptance Condition
The Offer will be conditional on valid acceptances being
received (and not, where permitted, withdrawn) by no later than
1.00 p.m. (London time) on 25 July 2012 (or such later time(s)
and/or date(s) as Boom Pictures may, subject to the rules of the
Code or with the consent of the Panel, decide) in respect of such
number of Offer Shares which, together with the Offer Shares
acquired or agreed to be acquired by Boom Pictures or parties
acting in concert with Boom Pictures before or during the Offer
Period (whether pursuant to the Offer or otherwise), will result in
Boom Pictures and any person acting in concert with it holding
Offer Shares carrying more than 90 per cent. (or such lower
percentage as Boom Pictures may decide, provided that it is more
than 50 per cent.) of the voting rights then normally exercisable
at a general meeting of Boomerang. For the purpose of this
condition, Offer Shares which have been unconditionally allotted
but not issued before the Offer becomes unconditional, whether
pursuant to the exercise of any outstanding subscription or
conversion rights or otherwise, shall be deemed to carry the voting
rights which they will carry on issue.
3 Certain further conditions of the Offer
Subject to the requirements of the Panel, the Offer will be
conditional upon the following further conditions:
Passing the Ordinary Resolution to approve the Management
Arrangements
3.1 the passing at the General Meeting (or at any adjournment
thereof) of the Ordinary Resolution by Independent Shareholders to
approve the Management Arrangements;
Notifications, waiting periods and authorisations
3.2 all material notifications, filings or applications which
are necessary having been made in connection with the Offer and 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) and all
statutory and regulatory obligations in any jurisdiction having
been complied with in respect of the Offer and the acquisition or
the proposed acquisition of any shares or other securities in, or
control or management of, Boomerang by Boom Pictures, in each case
where the absence of such notification, filing or application would
have a material adverse effect on Boom Pictures or the Wider
Boomerang Group in each case taken as a whole, and all
authorisations necessary in respect thereof having been obtained in
terms and in a form reasonably satisfactory to Boom Pictures 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 Boomerang Group or Boom Pictures has
entered into contractual arrangements and all such authorisations
necessary to carry on the business of any member of the Wider
Boomerang Group in any jurisdiction remaining in full force and
effect at the time at
which the Offer becomes otherwise unconditional in all respects
and no notice of an intention to revoke, suspend, restrict, modify
or not to renew such authorisations having been made where, in each
case, absence of such authorisation would have a material adverse
effect on the Wider Boomerang Group taken as a whole;
Anti-trust and regulatory
3.3 no antitrust regulator, government, governmental, quasi
governmental, supranational, statutory, regulatory, environmental
or investigative body, court, trade, agency, association,
institution or any statutory person in any jurisdiction in which
Boomerang carries on business (a "Relevant Jurisdiction" and each a
"Third Party") having, without the consent of Boom Pictures, given
notice in writing of a decision to take, institute, implement or
threaten in writing 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:
3.3.1 require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by Boom
Pictures or by any member of the Wider Boomerang Group of all or
any material 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) (in any
case to an extent which is material in the context of the Wider
Boomerang Group, as the case may be, taken as a whole);
3.3.2 except pursuant to Chapter 3 of Part 28 of the Companies
Act 2006, require Boom Pictures or the Wider Boomerang Group to
acquire or offer to acquire any shares, other securities (or the
equivalent) or interest in any member of the Wider Boomerang Group
(other than in connection with the implementation of the
Offer);
3.3.3 impose any material limitation on, or result in a material
delay in, the ability of Boom Pictures directly or indirectly to
acquire, hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in Boomerang or
on the ability of any member of the Wider Boomerang Group or Boom
Pictures 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 Boomerang Group, in each case to an
extent which is material in the context of the Boom Pictures or the
Wider Boomerang Group taken as a whole;
3.3.4 otherwise materially adversely affect any or all of the
business, assets or profits of any member of the Wider Boomerang
Group to an extent in any such case which is material in the
context of the Wider Boomerang Group taken as a whole;
3.3.5 result in any member of the Wider Boomerang Group ceasing
to be able to carry on business to the extent conducted at the date
of this Announcement under any name under which it presently
carries on business (in any case to an extent which is material in
the context of the Wider Boomerang Group taken as a whole);
3.3.6 make the Offer, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or
control or management of, Boomerang by Boom Pictures 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 to a material
extent or otherwise materially delay or interfere with the
implementation of, or impose material additional conditions or
obligations with respect to, or otherwise materially challenge,
impede, interfere with or require material adverse amendment of the
Offer or the acquisition or proposed acquisition of any shares or
other securities in, or control or management of, Boomerang by Boom
Pictures;
3.3.7 require, prevent or materially delay a divestiture by Boom
Pictures of any shares or other securities (or the equivalent) in
any member of the Wider Boomerang Group (in any case to an extent
which is material in the context of the Wider Boomerang Group taken
as a whole or Boom Pictures); or
3.3.8 impose any material limitation on the ability of Boom
Pictures or of any member of the Wider Boomerang Group to integrate
all or any part of its business with all or any part of the
business of Boom Pictures and/or any other member of the Wider
Boomerang Group (in any case to an extent which is material in the
context of the Wider Boomerang Group taken as a whole or Boom
Pictures),
and all applicable waiting and other time periods (including any
extensions thereof) during which any such 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 Relevant Jurisdiction in respect
of the Offer or the acquisition or proposed acquisition of any
Boomerang Shares having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
3.4 save as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Boomerang Group is a
party or by or to which any such member or any of its assets is or
may be bound or be subject which, as a consequence of the Offer or
the acquisition or the proposed acquisition by Boom Pictures of any
shares or other securities in Boomerang or because of a change in
the control or management of any member of the Wider Boomerang
Group would or might reasonably be expected to result in, to an
extent in any such case which is material in the context of the
Wider Boomerang Group taken as a whole:
3.4.1 any monies borrowed by, or any other indebtedness, actual
or contingent, of, or any grant available to, any member of the
Wider Boomerang 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;
3.4.2 the creation 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 Boomerang Group or
any such mortgage, charge or other security interest (whenever
created, arising or having arisen) becoming enforceable;
3.4.3 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 Boomerang Group being adversely modified or any obligation or
liability arising or any adverse action being taken or arising
thereunder;
3.4.4 any liability of any member of the Wider Boomerang Group
to make any severance termination, bonus or other payment to any of
its directors, or other officers;
3.4.5 any member of the Wider Boomerang Group ceasing to be able
to carry on business under any name under which it presently
carries on business;
3.4.6 the financial or trading position of any member of the
Wider Boomerang Group being prejudiced or adversely affected;
or
3.4.7 the creation of any liability (actual or contingent) by
any member of the Wider Boomerang 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 Boomerang 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 reasonably be expected
to result in any of the events or circumstances as are referred to
in conditions 3.4.1 to 3.4.7 to an extent in any such case which is
material in the context of the Wider Boomerang Group taken as a
whole;
Certain events occurring since the Announcement Date
3.5 save as Disclosed, no member of the Wider Boomerang Group
having since the Announcement Date:
3.5.1 issued or agreed to issue or authorised 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 Boomerang Shares out of
treasury (except, in each case, where relevant, as between
Boomerang and wholly owned subsidiaries of Boomerang or between the
wholly owned subsidiaries of Boomerang and except for the issue or
transfer out of treasury of Boomerang Shares on the exercise of
employee share options or vesting of employee share awards in the
ordinary course under the Boomerang Share Option Schemes);
3.5.2 recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than
dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by any wholly owned subsidiary of
Boomerang to Boomerang or any of its wholly owned subsidiaries;
3.5.3 other than pursuant to the Offer (and except for
transactions between Boomerang and its wholly owned subsidiaries or
between the wholly owned subsidiaries of Boomerang and transactions
in the ordinary course of business) implemented, effected,
authorised or announced its intention to implement, effect or
authorise 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 which remains open for acceptance;
3.5.4 except for transactions in the ordinary course of business
or between Boomerang and its wholly owned subsidiaries, 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 or announced any intention to do so;
3.5.5 issued, authorised or announced an intention to authorise,
the issue of or made any change in or to the terms of any
debentures or become subject to any contingent liability or (other
than trade credit incurred in the ordinary course of business)
incurred or increased any indebtedness except as between Boomerang
and any of its wholly owned subsidiaries or between such
subsidiaries which in any case is material in the context of the
Wider Boomerang Group taken as a whole;
3.5.6 entered into or varied or authorised or announced its
intention, other than in the ordinary course of business, to enter
into or vary any material contract, arrangement, agreement,
transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, unusual or
onerous nature or magnitude;
3.5.7 entered into or materially varied the terms of, or made
any offer (which remains open for acceptance) to enter into or
materially vary the terms of any contract, service agreement,
commitment or arrangement with any director of Boomerang (other
than pursuant to the implementation of the Offer);
3.5.8 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 Boomerang Group (in a manner which is material in the context
of the Wider Boomerang Group taken as a whole, other than pursuant
to the implementation of the Offer);
3.5.9 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
condition 3.5.1 above, made any other change to any part of its
share capital (other than pursuant to the implementation of the
Offer);
3.5.10 (other than in respect of claims between Boomerang and
any wholly owned subsidiaries of Boomerang) waived, compromised or
settled any claim which is material in the context of the Wider
Boomerang Group taken as a whole;
3.5.11 terminated or varied the terms of any agreement or
arrangement between any member of the Wider Boomerang Group and any
other person in a manner which would have a material adverse effect
on the financial position of the Wider Boomerang Group taken as a
whole;
3.5.12 made any alteration to its articles of association or other incorporation documents;
3.5.13 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 material
part 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;
3.5.14 taken any corporate action or had any legal proceedings
instituted or threatened in writing against it in relation to its
winding-up (other than in respect of a member of the Wider
Boomerang Group which is dormant and was solvent at the relevant
time), dissolution, reorganisation or for the appointment of a
receiver, administrator, manager, administrative receiver, trustee
or similar officer of all or any material part 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 (in any case to an extent which is
material in the context of the Wider Boomerang Group taken as a
whole);
3.5.15 made, authorised or announced an intention to propose any
change in its loan capital to an extent in any such case which is
material in the context of the Wider Boomerang Group taken as a
whole (other than pursuant to the implementation of the Offer);
or
3.5.16 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 3.5 which in any such case is
material in the context of the Wider Boomerang Group as a
whole;
3.6 No adverse change, litigation, regulatory enquiry or similar
save as Disclosed, since the Announcement Date:
3.6.1 no adverse change having occurred in the business, assets,
financial or trading position or profits of any member of the Wider
Boomerang Group which is material in the context of the Wider
Boomerang Group taken as a whole;
3.6.2 no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened in writing,
announced or instituted by or against or remaining outstanding
against or in respect of, any member of the Wider Boomerang Group
or to which any member of the Wider Boomerang Group is or could
reasonably be expected to become a party (whether as claimant,
defendant or otherwise), in each case which might adversely affect
any member of the Wider Boomerang Group in any way which is
material in the context of the Wider Boomerang Group taken as a
whole;
3.6.3 no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider Boomerang Group having been threatened in writing,
announced or instituted or remaining outstanding by, against or in
respect of any member of the Wider Boomerang Group, in each case
which might adversely affect any member of the Wider Boomerang
Group in any way which is material in the context of the Wider
Boomerang Group taken as a whole;
3.6.4 no contingent or other liability in respect of any member
of the Wider Boomerang Group having arisen or increased other than
in the ordinary course of business which is reasonably likely to
materially affect adversely the business, assets, financial or
trading position or profits of any member of the Wider Boomerang
Group to an extent in any such case which is material in the
context of the Wider Boomerang Group taken as a whole; and
3.6.5 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 Boomerang 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
Boomerang Group taken as a whole;
3.7 No discovery of certain matters regarding information,
liabilities and environmental issues
save as Disclosed, Boom Pictures not having discovered:
3.7.1 that any financial, business or other information
concerning the Wider Boomerang Group that has been publicly
announced or otherwise publicly disclosed prior to the Announcement
Date by or on behalf of any member of the Wider Boomerang Group is
misleading, contains a material misrepresentation of any fact, or
omits to state a fact necessary to make that information not
materially misleading (in any case which has not been corrected and
to an extent which is material in the context of the Wider
Boomerang Group taken as a whole);
3.7.2 that any member of the Wider Boomerang Group 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 Boomerang Group taken as a whole;
3.7.3 that any past or present member of the Wider Boomerang
Group has not complied in any material respect with all applicable
legislation, regulations of any jurisdiction or any notice or
requirement of any authorisations relating to the use, treatment,
storage, carriage, disposal, discharge, spillage, release, leak or
emission of any waste or hazardous substance or any substance
likely to impair the environment (including property) or harm human
health, which non-compliance would be reasonably likely to give
rise to any material liability including any penalty for
non-compliance (whether actual or contingent) on the part of any
member of the Wider Boomerang Group (in any case to an extent which
is material in the context of the Wider Boomerang Group taken as a
whole);
3.7.4 that there has been a material disposal, discharge,
spillage, accumulation, release, leak, emission or the migration of
any waste or hazardous substance likely to impair the environment
(including any property) or harm human health which (whether or not
giving rise to non-compliance with any laws or regulation), would
be likely to give rise to any material liability (whether actual or
contingent) on the part of any member of the Wider Boomerang Group
(in any case to an extent which is material in the context of the
Wider Boomerang Group taken as a whole); or
3.7.5 that there is or is reasonably likely to be any material
obligation or liability (whether actual or contingent) or
requirement to make good, remediate, repair, reinstate or clean up
any property currently or previously owned, occupied, operated or
made use of or controlled by any past or present member of the
Wider Boomerang Group under any environmental legislation, common
law, regulation, notice, circular, authorisation or order of any
third party in any jurisdiction or to contribute to the cost
thereof or associated therewith or indemnify any person in relation
thereto (in any case to an extent which is material in the context
of the Wider Boomerang Group taken as a whole);
3.8 Intellectual Property
Boom Pictures not having discovered since the Announcement Date
in relation to any intellectual property owned, used or licensed by
the Wider Boomerang Group or to any third parties that, save as
Disclosed:
(i) any member of the Wider Boomerang Group that has lost its
title to any intellectual property or any intellectual property
owned, used or licensed by the Wider Boomerang Group has been
revoked, cancelled or declared invalid;
(ii) any agreement regarding the use of any intellectual
property licensed to or by any member of the Wider Boomerang Group
has been terminated or varied; or
(iii) any claim has been filed or threatened alleging that any
member of the Wider Boomerang Group has infringed any intellectual
property rights of any third party or any member of the Wider
Boomerang Group has been found to have infringed the intellectual
property rights of a third party,
which, in each case, is material in the context of the Wider
Boomerang Group taken as a whole.
4. Certain further terms
Boom Pictures reserves the right to waive, in whole or in part,
all or any of the further conditions set out at paragraphs 3.2 to
3.8 (inclusive) of this Appendix I by any date earlier than the
latest date specified above for fulfilment of that condition.
The Offer will lapse unless the conditions set out in this
Appendix I (other than condition (2)) are fulfilled or (if capable
of waiver) waived or, where appropriate, have been determined by
Boom Pictures in its reasonable opinion to be or to remain
satisfied no later than 21 days after the later of: (i) the first
closing date of the Offer or; (ii) the date on which the Offer
becomes or is declared unconditional as to acceptances, or such
later date as the Panel may agree. Boom Pictures shall be under no
obligation to waive or treat as satisfied any of the further
conditions set out at paragraphs 3.2 to 3.8 (inclusive) of this
Appendix I by a date earlier than the latest date specified above
for the satisfaction thereof notwithstanding that the other
conditions of the Offer may at such earlier date have been waived
or fulfilled and that there are at such earlier date no
circumstances indicating that any such conditions may not be
capable of fulfilment.
If Boom Pictures is required by the Panel to make an offer for
Boomerang under the provisions of Rule 9 of the Code, Boom Pictures
may make such alterations to the conditions as are necessary to
comply with the provisions of that Rule.
The Offer will lapse (unless the Panel otherwise consents) if
the Offer or any matter arising from or relating to the Offer is
referred to the UK Competition Commission before 1.00 p.m. on the
first closing date of the Offer or the date on which the Offer
becomes or is declared unconditional as to acceptances, whichever
is the later.
If the Offer lapses, the Offer will cease to be capable of
further acceptance and accepting Boomerang Shareholders and Boom
Pictures shall cease to be bound by acceptances submitted at or
before the time when the Offer so lapses.
Under Rule 13.5 of the Code, Boom Pictures may not invoke a
condition to the Offer so as to cause the Offer not to proceed, to
lapse, or to be withdrawn unless the circumstances which give rise
to the right to invoke the condition are of material significance
to Boom Pictures in the context of the Offer. The acceptance
condition contained in paragraph 2 of this Appendix I is not
subject to this provision of the Code.
APPENDIX II:
SOURCES OF INFORMATION AND BASES OF CALCULATIONS
Unless otherwise stated:
(i) The value of Boomerang as implied by the Offer Price is
based on the issued ordinary share capital as at 3 July 2012 (being
the last practicable date prior to the publication of this
Announcement) being:
(A) the existing issued ordinary share capital of 8,932,227
Boomerang Shares as per the confirmation by Boomerang pursuant to
Rule 2.10 of the Code set out in this Announcement; and
(B) 9,163,548 Boomerang Shares, being the maximum number of
ordinary shares that can be in issue assuming the full exercise of
all outstanding options granted under the Boomerang Share Option
Schemes with an exercise price less than the Offer Price.
(ii) As at 3 July 2012 being the last practicable date prior to
the publication of this Announcement, 4,272,234 Eligible Voting
Shares were in issue.
(iii) For the purposes of comparison to the Offer Price, the
average closing price of 50.5 pence per Boomerang Share during the
12 months prior to 3 July is rounded to one decimal place.
(iv) The closing mid-market share prices are derived from the
AIM Appendix to the Daily Official List.
(v) The financial information relating to Boomerang is extracted
from the audited consolidated financial statements of Boomerang for
the financial year ended 31 May 2011 or from the interim statement
of Boomerang for the six months ended 30 November 2011, prepared in
accordance with IFRS.
APPENDIX III:
IRREVOCABLE UNDERTAKINGS
1. Directors
1.1 Each Independent Director who holds Boomerang Shares has undertaken that he shall:
(a) attend in person or by proxy the General Meeting and shall
exercise or procure the exercise of voting rights attaching to his
entire holding of or interests in the Eligible Voting Shares
(whether on a show of hands or on a poll) in favour of the Ordinary
Resolution;
(b) accept or procure the acceptance of the Offer in accordance
with its terms in respect of all of the Offer Shares in which he is
interested by not later than 3.00p.m. on the fifth business day
after the posting of the Offer Document;
(c) not (and, if applicable, will procure that the registered
owner will not) except pursuant to the Offer or with the written
consent of Boom Pictures, sell, transfer, dispose of, charge,
pledge or otherwise encumber or grant any option or other right
over or otherwise deal with any of the Boomerang Shares or any
interest in them (whether conditionally or unconditionally), nor
enter into any agreement or arrangement with any person, whether
conditionally or unconditionally, to do any such act;
(d) not withdraw any acceptance of the Offer and shall procure
that acceptances in respect of Offer Shares in which he has an
interest but of which he is not the registered owner shall not be
withdrawn; and
(e) from the date of the Offer becoming or being declared
unconditional in all respects and to the extent that he is entitled
to do so, exercise the votes attached to his entire holding of or
interest in the Boomerang Shares in accordance with Boom Pictures'
instructions in respect of any resolution which may be proposed at
any general or class meeting of shareholders of Boomerang held
during the period until his entire holding of or interest in
Boomerang Shares is registered in the name of Boom Pictures or its
nominees.
1.2 The undertakings listed in paragraph 1.1 will remain binding
in the event of a competing offer being made for Boomerang and will
cease to be binding only if the Offer lapses or is withdrawn.
1.3 Each member of the Management Team has undertaken that he shall:
(a) accept or procure the acceptance of the Offer in accordance
with its terms in respect of his Management Offer Shares as set out
in the undertaking, being, to the best of his knowledge and belief,
his entire holding of or interest in Management Offer Shares by not
later than 3.00p.m. on the fifth business day after the posting of
the Offer Document;
(b) not, except pursuant to the Offer, sell, transfer, dispose
of, charge, pledge or otherwise encumber or grant any option or
other right over or otherwise deal with any of his Management Offer
Shares or any interest in them (whether conditionally or
unconditionally), nor enter into any agreement or arrangement with
any person, whether conditionally or unconditionally, to do any
such act; and
(c) not withdraw any acceptance of the Offer; and
(d) from the date of the Offer becoming or being declared
unconditional in all respects and to the extent that such member of
the Management Team is entitled to do so, exercise the votes
attached to his entire holding of or interest in Management Offer
Shares in accordance with Boom Pictures' instructions in respect of
any resolution which may be proposed at any general or class
meeting of shareholders of Boomerang held during the period until
his entire holding of or interest in Management Offer Shares is
registered in the name of Boom Pictures or its nominees.
1.4 The undertakings listed in paragraph 1.3 will remain binding
in the event of a competing offer being made for Boomerang and will
cease to be binding only if the Offer lapses or is withdrawn.
2. Independent Shareholders
2.1 Each of Huw Jenkins, Dafydd Richards and Ronw Protheroe has
undertaken that he shall:
(a) attend in person or by proxy the General Meeting and shall
exercise or procure the exercise of voting rights attaching to his
entire holding of or interests in the Eligible Voting Shares
(whether on a show of hands or on a poll) in favour of the Ordinary
Resolution;
(b) accept or procure the acceptance of the Offer in accordance
with its terms in respect of all of the Offer Shares in which he is
interested by not later than 3.00p.m. on the fifth business day
after the posting of the Offer Document;
(c) not (and, if applicable, will procure that the registered
owner will not) except pursuant to the Offer or with the written
consent of Boom Pictures, sell, transfer, dispose of, charge,
pledge or otherwise encumber or grant any option or other right
over or otherwise deal with any of the Boomerang Shares or any
interest in them (whether conditionally or unconditionally), nor
enter into any agreement or arrangement with any person, whether
conditionally or unconditionally, to do any such act;
(d) not withdraw any acceptance of the Offer and shall procure
that acceptances in respect of Offer Shares in which he has an
interest but of which he is not the registered owner shall not be
withdrawn; and
(e) from the date of the Offer becoming unconditional in all
respects and to the extent that he is entitled to do so, exercise
the votes attached to his entire holding of or interest in the
Offer Shares in accordance with Boom Pictures' instructions in
respect of any resolution which may be proposed at any general or
class meeting of shareholders of Boomerang held during the period
until his entire holding of or interest in the Boomerang Shares are
registered in the name of Boom Pictures or its nominees following
the Offer having become or been declared wholly unconditional.
2.2 The undertakings described in paragraph 2.1 will remain
binding in the event of a competing offer being made for Boomerang
and will cease to be binding only if the Offer lapses or is
withdrawn.
2.3 In the case of Ronw Protheroe the undertakings described in
paragraph 2.1 are given in respect of the Offer Shares in which
both he and his wife have an interest.
2.4 Each of Downing LLP, Rathbone Nominees Limited and Barnard
Nominees Limited has undertaken that it shall:
(a) attend in person or by proxy the General Meeting and shall
exercise or procure the exercise of voting rights attaching to its
entire holding of or interests in the Eligible Voting Shares
(whether on a show of hands or on a poll) in favour of the Ordinary
Resolution;
(b) accept or procure the acceptance of the Offer in accordance
with its terms in respect of all of the Offer Shares in which it is
interested by not later than 3.00p.m. on the fifth business day
after the posting of the Offer Document;
(c) not (and, if applicable, will procure that the registered
owner will not) except pursuant to the Offer or with the written
consent of Boom Pictures, sell, transfer, dispose of, charge,
pledge or otherwise encumber or grant any option or other right
over or otherwise deal with any of the Boomerang Shares or any
interest in them (whether conditionally or unconditionally), nor
enter into any agreement or arrangement with any person, whether
conditionally or unconditionally, to do any such act;
(d) not withdraw any acceptance of the Offer and shall procure
that acceptances in respect of Offer Shares in which it has an
interest but of which it is not the registered owner shall not be
withdrawn; and
(e) from the date of the Offer becoming unconditional in all
respects and to the extent that it is entitled to do so, exercise
the votes attached to its entire holding of or interest in the
Offer Shares in accordance with Boom Pictures' instructions in
respect of any resolution which may be proposed at any general or
class meeting of shareholders of Boomerang held during the period
until its entire holding of or interest in the Boomerang Shares are
registered in the name of Boom Pictures or its nominees following
the Offer having become or been declared wholly unconditional.
2.5 The undertakings described in paragraph 2.4 will cease to be
binding in the event that prior to the deadline for acceptance of
the Offer set out in paragraph 2.4(b) above, a person other than
Boom Pictures announces a firm intention to make an offer (whether
or not recommended) for the entire issued share capital of
Boomerang at a price of not less than 10 per cent. above the Offer
Price; or prior to such time and date, a person other than Boom
Pictures offers to acquire all or some of the Boomerang Shares that
are the subject of the undertaking at a price of not less than 10
per cent. above the Offer Price.
APPENDIX IV:
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
AIM the AIM market of the London Stock Exchange
AIM Rules the AIM Rules for companies published
by the London Stock Exchange from time
to time
Announcement the announcement of Boom Pictures' firm
intention to make the Offer pursuant
to Rule 2.7 of the Code published on
the Announcement Date
Announcement Date 4 July 2012
associated undertaking has the meaning given to the term "associated
bodies corporate" by section 256 of the
Companies Act 2006
Boom Pictures Boom Pictures Limited, a private limited
company registered in England and Wales
under number 7922831
Boom Pictures A Loan Notes a series of 'A' secured loan notes 2019
in the loan capital of Boom Pictures
Boom Pictures B Loan Notes a series of 'B' unsecured loan notes
2019 in the loan capital of Boom Pictures
Boom Pictures C Loan Notes a series of 'C' secured loan notes 2019
in the loan capital of Boom Pictures
Boom Pictures D Loan Notes a series of 'D' unsecured loan notes
2019 in the loan capital of Boom Pictures
Boom Pictures E Loan Notes a series of 'E' unsecured loan notes
2013 in the loan capital of Boom Pictures
Boom Pictures A Ordinary the A ordinary shares of GBP0.20 each
Shares in the capital of Boom Pictures
Boom Pictures B Ordinary the B ordinary shares of GBP1 each in
Shares the capital of Boom Pictures
Boom Pictures C Ordinary the C ordinary shares of GBP1 each in
Shares the capital of Boom Pictures
Boom Pictures D Ordinary the D ordinary shares of GBP1 each in
Shares the capital of Boom Pictures
Boom Pictures Directors the directors of Boom Pictures referred
to in paragraph 2.3 of Appendix IV to
the Offer Document and "Boom Pictures
Director" means any one of them
Boom Pictures Group Boom Pictures and its subsidiary undertakings
and parent undertakings, and any other
subsidiary of its parent undertakings,
in each case from time to time
Boom Pictures Loan Notes the Boom Pictures A Loan Notes, the Boom
Pictures B Loan Notes, the Boom Pictures
C Loan Notes, the Boom Pictures D Loan
Notes and/or the Boom Pictures E Loan
Notes as the context may require
Boom Pictures Management the Management Team, together with Lorraine
Team Heggessey
Boom Pictures Shares the Boom Pictures A Ordinary Shares,
the Boom Pictures B Ordinary Shares,
the Boom Pictures C Ordinary Shares and/or
the Boom Pictures D Ordinary Shares,
as the context may require
Boomerang or the Company Boomerang Plus plc, a public limited
company registered in England and Wales
under number 2936337
Boomerang Board the board of directors of Boomerang
Boomerang Directors the directors of Boomerang and each a
"Boomerang Director"
Boomerang Group Boomerang and its subsidiary undertakings
and parent undertakings, and any other
subsidiary of its parent undertakings,
in each case from time to time
Boomerang Options the options granted under or pursuant
to the Boomerang Share Option Schemes
Boomerang Shareholders registered holders of Boomerang Shares
from time to time
Boomerang Shares the existing unconditionally allotted
or issued and fully paid (or credited
as fully paid) ordinary shares of GBP0.01
pence each in Boomerang and any further
such shares which are unconditionally
allotted or issued fully paid (or credited
as fully paid) in each case prior to
the time at which the Offer ceases to
be open for acceptance (or such earlier
time, as Boom Pictures may, with the
Panel's consent or in accordance with
the Code, decide), including shares unconditionally
allotted or issued pursuant to the exercise
of options under the Boomerang Share
Option Schemes or otherwise
Boomerang Share Option the Boomerang 2005 Enterprise Management
Schemes Incentive Plan and the Boomerang 2006
Unapproved Share Option Plan
business day any day not being a public holiday, Saturday
or Sunday, on which banks are normally
open for business in the City of London
Closing Price the closing middle market quotation of
a Boomerang Share as derived from the
Daily Official List published by the
London Stock Exchange
Code the City Code on Takeovers and Mergers
Companies Act 2006 the Companies Act 2006 (as amended)
conditions the conditions to the Offer set out in
Appendix I to this Announcement and to
be set out in the Offer Document and
the Form of Acceptance
CREST the relevant system (as defined in the
Regulations) in respect of which Euroclear
is the Operator (as defined in the Regulations)
CREST Manual the manual issued by Euroclear from time
to time
CREST member a person who has been admitted by Euroclear
as a system-member (as defined in the
Regulations)
CREST participant a person who is, in relation to CREST,
a system-participant (as defined in the
Regulations)
Daily Official List the AIM Appendix of the Daily Official
List of the London Stock Exchange
Dealing Disclosure a dealing disclosure made in accordance
with Rule 8 of the Code
Deloitte or Deloitte Corporate Deloitte Corporate Finance, a division
Finance of Deloitte LLP whose registered office
is 2 New Street Square, London EC4A 3BZ,
United Kingdom, financial adviser to
Lorraine Heggessey and Boom Pictures
Eligible Voting Shares those Boomerang Shares that are in issue
on the Announcement Date and are eligible
to vote on the Ordinary Resolution at
the General Meeting
Euroclear Euroclear UK & Ireland Limited, a private
limited company registered in England
and Wales under number 287873
finnCap finnCap Ltd, the financial and Rule 3
adviser to Boomerang
First Closing Date 25 July 2012
Form of Acceptance the form of acceptance and authority
relating to the Offer that will accompany
the Offer Document
General Meeting the general meeting of Boomerang (or
any adjournment thereof) to be convened
pursuant to Rule 16 of the Code at which
the Ordinary Resolution will be proposed
Independent Shareholders holders of Boomerang Shares, other than
holders of Management Shares
Independent Directors the independent directors of Boomerang,
being Richard Huntingford, (Non-Executive
Chairman), Roger Moore (Non-Executive
Director) and Linda James (Non-Executive
Director)
ISIN International Securities Identification
Number
LDC LDC (Managers) Limited, a private limited
company registered in England and Wales
under number 2495714, acting as manager
of LDC I and LDC Parallel I
LDC I LDC I LP a limited partnership established
in Scotland under the Limited Partnerships
Act 1907 under partnership number SL010105
LDC Parallel I LDC Parallel I LP a limited partnership
established in Scotland under the Limited
Partnerships Act 1907 under partnership
number SL010104
Lloyds Banking Group Lloyds Banking Group plc, a public limited
company registered in Scotland under
number SC095000
London Stock Exchange London Stock Exchange plc
Management Arrangements the offers being made to the Management
Team to sell their Roll--over Shares
in consideration for a mixture of Boom
Pictures Shares and Boom Pictures Loan
Notes pursuant to the terms of the Share
Exchange Deed and/or to subscribe for
a mixture of Boom Pictures Ordinary Shares
and Boom Pictures Loan Notes pursuant
to the Subscription and Shareholders'
Agreement
Management Offer Shares the Management Shares in issue as at
the close of business on 3 July 2012
(being the last practicable date prior
to the publication of this Announcement),
but excluding the Roll-over Shares which
are to be transferred to Boom Pictures
pursuant to the terms of the Share Exchange
Deed
Management Shares 4,659,993 Boomerang Shares, being all
of the Boomerang Shares held by the Management
Team and their immediate families as
at the close of business on 3 July 2012
(being the last practicable date prior
to the publication of this Announcement)
Management Team Huw Eurig Davies, Mark Fenwick, Gareth
Rees, Nia Thomas, Richard Moss, Dylan
Davies and Gruffydd Davies
Offer the recommended cash offer, to acquire
at the Offer Price all of the Offer Shares,
made by Boom Pictures on the terms and
conditions set out in this Announcement
and to be set out in the Offer Document
and the Form of Acceptance and including,
where the context admits, any subsequent
revision, variation, extension or renewal
of such offer
Offer Document the document to be sent to, among others,
Boomerang Shareholders, containing, inter
alia, the terms and conditions of the
Offer
Offer Period the period beginning on and including
4 July 2012 and ending on the latest
of (i) 1.00 p.m. (London time) on 25
July 2012; and (ii) the time and date
on which the Offer becomes unconditional
as to acceptances or lapses or is withdrawn
Offer Price 77 pence per Offer Share
Offer Shares all of the Boomerang Shares, excluding
the Roll-over Shares
Opening Position Disclosure an opening position disclosure made in
accordance with Rule 8 of the Code
Ordinary Resolution the ordinary resolution to be proposed
to Independent Shareholders at the General
Meeting (or any adjournment thereof)
in accordance with the requirements of
the Code to approve on a poll the arrangements
between Boom Pictures and the Management
Team
Overseas Shareholders Boomerang Shareholders who are resident
in, or nationals or citizens of, jurisdictions
outside the UK or who are nominees of,
or custodians, or trustees for, Boomerang
Shareholders who are citizens, residents
or nationals of countries other than
the UK
Panel the Panel on Takeovers and Mergers
parent undertaking has the meaning given to it by section
1162 of the Companies Act 2006
Regulations the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755) (as amended)
Regulatory Information any of the services set out in Appendix
Service 3 to the Listing Rules published by the
United Kingdom Listing Authority
Restricted Jurisdiction the United States, Canada, Australia,
and Japan and any other jurisdiction
where local laws or regulations may result
in a significant risk of civil, regulatory
or criminal exposure for Boom Pictures
or Boomerang if information or documentation
concerning the Offer is sent or made
available to Boomerang Shareholders in
that jurisdiction
Roll-over Shares a proportion of the Management Shares
which are to be transferred to Boom Pictures
pursuant to the terms of the Share Exchange
Deed
Share Exchange Deed the Share Exchange Deed dated 3 July
2012, pursuant to which Boom Pictures
has agreed, conditional on the Offer
becoming or being declared unconditional
in all respects, to acquire the Roll-over
Shares
Significant Interest in relation to an undertaking, an interest,
direct or indirect, in 10 per cent. or
more of the equity share capital (as
defined) in section 548 of the Companies
Act 2006) of such undertaking
Subscription and Shareholders' a subscription and shareholders agreement
Agreement in respect of Boom Pictures, dated 3
July 2012, pursuant to which LDC I and
LDC Parallel I will, conditional on the
Offer becoming or being declared unconditional
in all respects, subscribe for shares
and/or loan notes in Boom Pictures
subsidiary, subsidiary have the meanings given by sections 1159,
undertaking and undertaking 1161 and 1162 of the Companies Act 2006
uncertificated or in uncertificated recorded on the relevant register of
form the share or security concerned form
as being held in uncertificated form
and title to which, by virtue of the
Regulations may be transferred by means
of CREST
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 areas subject to its jurisdiction
or any political sub-division thereof
Wider Boomerang Group Boomerang and its subsidiaries and subsidiary
undertakings, associated undertakings
(including any joint venture, partnership,
firm or company in which any member of
the Boomerang Group is interested) or
any other undertaking in which Boomerang
and/or such undertakings (aggregating
their interests) have a Significant Interest
In this Announcement:
-- all references to "pounds", "GBP", "p" "pence" or "penny" are
to the lawful currency of the United Kingdom;
-- the singular shall include the plural and vice versa, and
words importing the masculine gender shall include the feminine or
neutral gender;
-- all references to legislation are to English legislation,
unless the contrary is indicated, and any reference to any
provision of any legislation includes any amendment, modification,
re-enactment or extension thereof; and
-- references to time are to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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