TIDMPRW
RNS Number : 3646Z
Promethean World Plc
17 September 2015
Promethean World Plc
('Promethean' or 'the Company')
Offer now unconditional and director changes
Promethean World Plc (LSE: PRW) confirms that following the
announcement made by NetDragon Websoft Inc. ("NetDragon") earlier
today (17 September 2015) confirming that the Offer made by Digital
Train Limited ("Digital Train") (an indirect non-wholly owned
subsidiary of NetDragon) was now unconditional in all respects;
Promethean has, at the request of Digital Train, applied for the
cancellation, respectively, of the trading in Promethean Shares on
the London Stock Exchange's main market for listed securities (the
"Main Market") and of the listing of the Promethean Shares on the
Official List (the "Cancellation").
It is expected that the Cancellation will become effective at
8.00 a.m. on 16 October 2015. Accordingly, the last date for
dealing in Promethean Shares on the Main Market will be 15 October
2015.
The Cancellation will significantly reduce the liquidity and
marketability of any Promethean Shares and/or Promethean Shares
held in uncertificated form not assented to the Offer. Following
the Cancellation becoming effective, it is intended that Promethean
will be re-registered as a private company under the relevant
provisions of the Companies Act.
The Chairman of Promethean, Philip Rowley, and the Non-executive
directors, Graham Howe, Lord Puttnam, Jackie Yeaney and Judy Verses
have today all resigned as directors of the Company with immediate
effect.
Unless stated otherwise, terms used in this announcement have
the meanings given to them in the offer document which was
published and sent to Promethean Shareholders by Digital Train on 6
August 2015.
Enquiries
Promethean
Wendy Baker, Company Secretary + 44 (0) 1254 290749
Ian Baxter, CFO
Citigate Dewe Rogerson Consultancy + 44 (0) 207 638 9571
Anthony Carlisle + 44 (0) 7973 611 888
Further information
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer will be made solely by means
of the Offer Document and the Form of Acceptance, which will
contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Any decision in respect
of, or other response to, the Offer should be made only on the
basis of the information contained in those documents.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange,
the Listing Rules 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 the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom or the United States
and the ability of Promethean Shareholders who are not resident in
the United Kingdom or the United States to participate in the Offer
may be affected by the laws of relevant jurisdictions. Therefore
any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or the United States or Promethean
Shareholders who are not resident in the United Kingdom or the
United States will need to inform themselves about, and observe,
any applicable legal or regulatory requirements. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Offer disclaim any responsibility for liability for
the violation of such restrictions by any person.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality of interstate or foreign
commerce of, or any facility of a national state or other
securities exchange of any Restricted Jurisdiction, unless
conducted pursuant to an exemption from the applicable securities
laws of such Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction except
pursuant to an exemption from the applicable securities laws of
such Restricted Jurisdiction and persons receiving this
announcement (including, without limitation, agents, nominees,
custodians and trustees) must not distribute, send or mail it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this announcement and/or the Offer Document and/or any
other related document to a jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
Notice to US holders of Promethean Shares
The Offer is being made for the securities of an English company
with a listing on the London Stock Exchange. The Offer is subject
to UK disclosure requirements, which are different from certain
United States disclosure requirements. The financial information on
Promethean, NetDragon and Digital Train included in this
announcement, if any, has been prepared in accordance with IFRS,
thus neither may be comparable to financial information of US
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States.
The Offer is being made in the United States pursuant to the
applicable US tender offer rules and otherwise in accordance with
the requirements of the Code. Accordingly, the Offer will be
subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the Offer by a US holder of
Promethean Shares may be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as
well as foreign and other, tax laws. Each Promethean Shareholder is
urged to consult his independent professional adviser immediately
regarding the tax consequences of accepting the Offer.
The Offer will be made in the United States by Digital Train and
no one else. Neither VSA Capital nor any of their respective
affiliates will be making the Offer in the United States.
It may be difficult for US holders of Promethean Shares to
enforce their rights and any claim arising out of the US federal
securities laws since NetDragon, Digital Train and Promethean are
incorporated under the laws of countries other than the United
States and some or all of their officers and directors are
residents of non-US jurisdictions. In addition, a substantial
amount of Promethean's assets are located outside the United
States. US holders of Promethean Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgment.
To the extent permitted by applicable law, in accordance with
normal UK market practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, NetDragon, Digital Train or their nominees or brokers
(acting as agents) or their respective affiliates may from time to
time make certain purchases of, or arrangements to purchase, shares
or other securities in Promethean, other than pursuant to the
Offer, at any time before or during the period in which the Offer
remains open for acceptance. These purchases may occur either in
the open market at prevailing prices or in private transactions at
negotiated prices. Any such purchases, or arrangements to purchase,
will comply with all applicable UK rules, including the Code, the
rules of the London Stock Exchange and Rule 14e-5 under the US
Exchange Act to the extent applicable. To the extent required by
applicable law (including the Code), any information about such
purchases will be disclosed on a next day basis to the Panel and a
Regulatory Information Service including the Regulatory News
Service on the London Stock Exchange website,
www.londonstockexchange.com.
Publication on website
This announcement will be made available, free of charge and
subject to certain restrictions relating to persons in Restricted
Jurisdictions, on NetDragon's website at http://ir.netdragon.com/
and on Promethean's website at http://www.prometheanworld.com/ by
no later than 12 noon on the Business Day following the date of
this announcement. For the avoidance of doubt, the contents of such
websites are not incorporated into, and do not form part of, this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLRMLTMBABMPA
(END) Dow Jones Newswires
September 17, 2015 06:00 ET (10:00 GMT)
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