TIDMMES
RNS Number : 9518E
Messaging International Plc
17 May 2013
Messaging International Plc
('Messaging International' or 'the Company')
Tender Offer
Messaging International, the AIM traded provider of innovative
messaging services, is pleased to announce that it has today posted
to its shareholders a Circular and Tender Offer Application Form
(the "Circular") setting out the Board's proposals for the Tender
Offer.
The Board has recently decided that it would be appropriate to
offer all Shareholders the opportunity to realise some of their
investment in the Company by means of a tender offer pursuant to
which the Company will purchase up to approximately 25.7 percent of
the issued share capital of the Company at a Tender Price of 1
penny per Share (the "Tender Offer"). Any Shares purchased by the
Company under the Tender Offer will then be cancelled. The Tender
Offer is conditional upon the Resolution being passed at the
General Meeting.
Defined terms in this announcement are as those set out in the
Circular.
Key points to the Tender Offer
The key points to the Tender Offer are as follows:
-- The Tender Offer is for up to approximately 25.7 per cent of
the Company's issued share capital. Under the Tender Offer, each
Shareholder is entitled to have up to approximately 25.7 percent of
his or her shareholding (such Shareholder's Basic Entitlement)
purchased by the Company at the Tender Price (1 penny per Share).
Tenders will be rounded down to the nearest whole number of
Shares.
-- Shareholders will be able to decide whether to tender none,
some or all of their Shares within the overall limits of the Tender
Offer.
-- Tenders in excess of a Shareholder's Basic Entitlement will
only be accepted to the extent that other Shareholders tender less
than their Basic Entitlement or do not tender any Shares and will,
if necessary, be scaled back on a pro rata basis.
-- The Tender Offer is being made at a premium to the closing
market price on 16 May 2013 of 73.9 percent.
-- The Tender Offer will be funded from the Company's cash
resources, using part of the special reserve created by the
court-approved reduction of capital carried out by the Company in
December 2011.
The Shares purchased by the Company under the Tender Offer will
subsequently be cancelled. The Tender Offer is conditional upon the
passing of the Resolution being proposed at the General Meeting.
Following completion of the Tender Offer and cancellation of the
Shares purchased by the Company thereunder, the Company's issued
share capital will be reduced by 40,000,000 Shares to 115,872,147
Shares, assuming the Tender Offer is taken up in full. The Tender
Offer is open to Shareholders on the register of the Company at the
close of business on 31 May 2013.
There is no guarantee that the Tender Offer will take place. The
Tender Offer is conditional on, the passing of the Resolution being
proposed at the General Meeting and will not proceed if any of the
conditions specified in paragraph 2 of Part II of the Circular are
not satisfied or if it is withdrawn by the Company at any point
prior to the announcement of the results of the Tender Offer. The
non-fulfilment of the specified conditions would mean that the
Tender Offer could not be implemented and that the Company would
have to bear the abortive costs of making the Tender Offer.
Options for Shareholders
Under the Tender Offer, Shareholders can choose:
-- to do nothing and to retain in full their investment in the Company; or
-- to tender some or all of their Shares for purchase and to
receive cash in consideration of such purchase (subject to scaling
back of tenders in excess of the Basic Entitlement).
Shareholders, other than certain Shareholders in Restricted
Jurisdictions, will be entitled to have up to approximately 25.7
percent of their respective holdings purchased under the Tender
Offer. Such Shareholders will be able to tender additional Shares,
but such tenders will only be satisfied, on a pro rata basis, to
the extent that other Shareholders tender less than their Basic
Entitlement or do not submit a tender.
General Meeting
The Tender Offer is subject to Shareholder approval of the
Resolution being proposed at the General Meeting that has been
convened for 10.00 a.m. on 3 June 2013, at the offices of AH
Montpelier, 58-60 Berners Street, London W1T 3JS.
Action to be taken by Shareholders
Shareholders should follow the instructions contained in the
Circular and personalised Tender Offer Application Form which will
contain information on the relevant steps they need to take. If
Shareholders have any questions on the Tender Offer, please call
the helpline on 01252 821390.
Intentions of the Directors
The following Director has informed the Company that he and his
connected persons intend to tender the following number of Shares
in the Tender Offer:
Geoffrey Simmonds 24,750,000
Acceptance by the Company of an application under the Tender
Offer in excess of approximately 25.7 percent of the applicant's
holding is subject to there being capacity to purchase those Shares
in accordance with the terms of the Tender Offer.
Recommendation
The Board considers that the Tender Offer is in the best
interests of Shareholders as a whole. Accordingly, the Board
recommends that Shareholders vote in favour of the Resolution to be
proposed at the General Meeting, as those Directors who directly
hold beneficial interests in Shares intend to do in respect of
their own beneficial holdings of Shares which, in aggregate, amount
to 99,034,396 Shares representing approximately 63.5percent of the
issued share capital of the Company.
Tender Offer Timetable
Tender Offer opens 20 May 2013
Publication of report and accounts for 24 May 2013
the year to 31 December 2012
Record Date for participation in Tender Close of business 31
Offer May 2013
Latest time and date for receipt of Tender 12.00 noon on 31 May
Offer 2013
Latest time and date for receipt of Forms 10.00 a.m. on 1 June
of Proxy from Shareholders in respect of 2013
the General Meeting
General Meeting 10.00 a.m. on 3 June
2013
Results of General Meeting and Tender Offer 3 June 2013
announced
Settlement date for the Tender Offer: cheques On or before 10 June
despatched and assured payments made through 2013
CREST
Each of the times and dates in the expected timetable may be
extended or brought forward without further notice. If any of the
above times and/or dates change, the revised time(s) and/or date(s)
will be notified to Shareholders by an announcement through a
Regulatory Information Service provider.
All references to times are to London times.
- Ends -
For further information Messaging International Tel: + 972 3 9225252
visit www.telemessage.com Plc
or contact: Guy
Levit
Mark Percy Cantor Fitzgerald Tel: +44 (0) 20
Europe 7894 7000
Catherine Leftley Cantor Fitzgerald Tel: +44 (0) 20
Europe 7894 7000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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