PSQ Parseq

TIDMPSQ

RNS Number : 1999T

CNH Bidco Limited

01 December 2011

Not for release, publication or distribution in whole or in part in or into or from the United States,

Canada, Australia or Japan or any other jurisdiction where it is unlawful to do so.

The following amendment has been made to the 'Offer Update' announcement released on 1 December 2011 at 13.16 under RNS No 1817T.

The earliest time at which the Cancellation of Parseq Shares could become effective is 7.00am on 4 January 2012, not on 3 January 2012 as previously stated. All other details remain unchanged.

Please find below the full amended text:

FOR IMMEDIATE RELEASE

1 December 2011

RECOMMENDED CASH OFFER

FOR

PARSEQ PLC

BY

CNH BIDCO LIMITED

Offer for Parseq plc unconditional as to acceptances and unconditional in all respects

On 21 October 2011, the Board of CNH Bidco Limited ("Bidco"), a newly-incorporated company formed and controlled by certain of the Joint Offerors, and the Independent Directors of Parseq plc ("Parseq" or the "Company") announced that they had reached agreement on the terms of a recommended cash offer to be made by Bidco for Parseq (the "Announcement").

On 18 November 2011, the Company announced that the Offer Document relating to the Offer had been posted to Parseq Shareholders.

The Company is pleased to announce that, having received acceptances of the Offer of greater than 50% of the voting rights attaching to the issued share capital of Parseq (including the shares held by Rami Cassis and the Cassis trustees), the Offer has become unconditional as to acceptances and, following the waiver of all other conditions to the Offer, the Offer has now been declared unconditional in all respects.

Level of acceptances and completion of the purchase of the RC Shares

As at 10:35 a.m. today, Bidco had received valid acceptances of the Offer in respect of a total of 91, 315,980 Parseq Shares, representing approximately 20.04 per cent. of the issued share capital of Parseq. This includes (i) 61,100,445 Parseq Shares (representing 13.41 per cent. of the issued share capital of Parseq) in respect of which irrevocable undertakings had been received and (ii) 18,349,556 Parseq Shares allotted on the exercise of certain Parseq Options. In addition, Bidco has completed the purchase of the 155,356,253 Parseq Shares (representing approximately 34.09 per cent. of the issued share capital of Parseq (following the exercise of the Parseq Options) owned by Rami Cassis and the Cassis Trustees pursuant to the RC Agreement. Therefore, Bidco has received valid acceptances of the Offer and acquired the RC Shares which, when taken together, amount in aggregate to 246,672,233 Parseq Shares, representing approximately 54.13 per cent. of the issued share capital of Parseq.

Acceptance of the Offer and waiver of all other conditions

Bidco is therefore pleased to announce that it has received valid acceptances of the Offer in respect of such number of Parseq Shares to which the Offer relates, which, when taken together with the RC Shares acquired by Bidco, carry in aggregate more than 50 per cent. of the voting rights normally exercisable at general meetings of the Company and so the acceptance condition, details of which are set out in Part A to Appendix I of the Offer Document, has been satisfied and that the Offer has become unconditional as to acceptances. All the other conditions to the Offer have now been satisfied or waived by Bidco and the Offer has therefore been declared unconditional in all respects.

Parseq Shareholders who have not yet accepted the Offer are encouraged to do so without delay.

Acceptances of the Offer should be received by no later than 1.00 p.m. on 9 December 2011, (the "First Closing Date") (or such later time(s) and/or date(s) as the Offeror may, with the consent of the Takeover Panel or in accordance with the Code, decide).

The procedure for acceptance of the Offer is set out in paragraph 14 of the letter from Bidco in Part II of the Offer Document and, if in relation to Parseq Shares held in certificated form, in the Form of Acceptance.

Compulsory acquisition, delisting and cancellation of trading in Parseq Shares

As Bidco has, by virtue of its shareholding and acceptances of the Offer, acquired or agreed to acquire Parseq Shares carrying at least 50 per cent. of the voting rights attaching to the ordinary share capital of Parseq, and the Offer has been declared unconditional in all respects, Bidco intends to procure that Parseq make an application for the cancellation of the trading of the Parseq Shares on AIM ("Cancellation"). Cancellation is subject to Bidco having received valid acceptances in excess of 75% of all of the Parseq Shares. The earliest time at which the Cancellation could become effective is 7.00am on 4 January 2012. In addition, Cancellation can only take place five business days after the date on which Bidco has, by virtue of its shareholding and acceptances of the Offer, acquired or agreed to acquire issued share capital carrying not less than 75 per cent. of the voting rights attaching to the Parseq Shares. Bidco will notify Parseq Shareholders when the required 75 per cent. has been attained, confirm that the 5 business day notice period has commenced and confirm the anticipated date of cancellation. The cancellation of the admission to trading of Parseq Shares on AIM would significantly reduce the liquidity and marketability of any Parseq Shares in respect of which the Offer has not been accepted at that time. In this event there may be no future market for Parseq Shareholders to realise their investment in Parseq.

Further, until the admission to trading of the Parseq Shares on AIM is cancelled and Parseq is re-registered as a private company, the Parseq Shares in relation to which the Offer has not been accepted only represent at most approximately 45.87 per cent. of the issued ordinary share capital in Parseq, with Bidco holding the balance of such issued share capital. As such, even if the admission to trading of the Parseq Shares on AIM is not subsequently cancelled, Bidco will retain control over the management and governance of the Parseq Group and the holders of other Parseq Shares will not be able to block ordinary resolutions of Parseq, and their ability through the exercise of shareholder rights to influence the day-to-day management or governance of the Parseq Group, to direct its future strategy or to direct the declaration or payment of dividends or other distributions will accordingly be significantly reduced.

If Bidco receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Parseq Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by the Parseq Shares to which the Offer relates, Bidco intends to exercise its rights pursuant to the provisions of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Parseq Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

It is also intended that the admission to trading of the Parseq Shares on AIM having been cancelled, Parseq will be re-registered as a private company.

Settlement

Settlement will be effected on or before 15 December 2011 for Parseq Shareholders who have validly accepted the Offer prior to the First Closing Date.

Settlement for Parseq Shareholders who validly accept the Offer hereafter will be effected within 14 calendar days of receipt of their valid acceptance.

Further details of settlement arrangements in relation to the Offer are set out in the Offer Document.

General

Each Parseq Shareholder's decision as to whether to accept the Offer will depend upon that person's individual circumstances. If any Parseq Shareholder is in any doubt as to the action he, she or it should take, he, she or it should seek their own independent financial advice.

Terms used but not defined in this announcement shall have the meaning given to them in the Offer Document published by the Bidco on 18 November 2011.

Enquiries:

For further information, please contact:

 
 Bidco 
  Rami Cassis                      Tel. 020 7870 2299 
 
  Peel Hunt LLP                    Tel. 020 7418 8900 
  (Financial adviser to Bidco) 
  Richard Kauffer 
  Daniel Harris 
 Parseq plc 
  Richard Last, Chairman           Tel. 01608 683 108 
 Canaccord Genuity 
  (Financial adviser to Parseq) 
  Simon Bridges 
  Cameron Duncan                   Tel. 020 7050 6500 
 Biddicks 
  (Public Relations adviser        Tel. 020 3178 6378 
  to Parseq) 
  Zoe Biddick 
  Sophie McNulty 
 

This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Bidco and no one else in connection with the Offer and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to the Offer, the contents of this announcement or any offer or arrangements referred to in this announcement.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Parseq and the Independent Directors and for no one else in connection with the Offer and will not be responsible to anyone other than Parseq and/or the Independent Directors for providing the protections afforded to clients of Canaccord Genuity nor providing advice in connection to the Offer, the contents of this announcement or any offer or arrangements referred to in this announcement.

The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who receive this announcement 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 Bidco in its sole discretion, the Offer is not being, and will not be, made, directly or indirectly, in or into any Restricted Jurisdiction and will not be capable of acceptance from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by Bidco in its sole discretion, copies of this announcement and any documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer documentation and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction.

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.

Forward-looking statements

This announcement and the information herein and incorporated herein by reference containcertain forward-looking statements with respect to the financial condition, results of operations and business of Bidco and the Bidco Group, Parseq and the Parseq Group and certain plans and objectives of the Parseq Board and the Bidco Board. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Parseq Board and the Bidco Board in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. Forward-looking statements are not guarantees of future performance. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.

Many of these risks and uncertainties relate to factors that are beyond Bidco's ability to control or estimate precisely. Neither Bidco nor Parseq can give any assurance that such forward-looking statements will prove to have been correct. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. Neither Parseq nor Bidco nor their respective boards of directors assume any obligation to update or correct the information contained in this announcement or the documents referred to in it, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this announcement and the documents referred to in it are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement or the documents referred to in it since such date. Nothing contained in this announcement or the documents referred to in it shall be deemed to be a forecast, projection or estimate of the future financial performance of Parseq or any member of the Parseq Group except where expressly stated.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an Offeree company or of any paper Offeror (being any Offeror other than an Offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper Offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the Offeree company and (ii) any paper Offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper Offeror is first identified. Relevant persons who deal in the relevant securities of the Offeree company or of a paper Offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the Offeree company or of any paper Offeror must make a Dealing Disclosure if the person deals in any relevant securities of the Offeree company or of any paper Offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the Offeree company and (ii) any paper Offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an Offeree company or a paper Offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the Offeree company and by any Offeror and Dealing Disclosures must also be made by the Offeree company, by any Offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the Offeree and Offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the 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 Parseq Shareholders

Addresses, electronic addresses and certain information provided by Parseq Shareholders, persons with information rights and other relevant persons for the receipt of communications from Parseq may be provided to Bidco during the offer period as requested under Section 4 of Appendix 4 of the Code.

Publication on the Parseq website and Bidco's website

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Parseq's website in relation to the Offer at www.Parseq.com/Bidco1.html and the website maintained by Bidco in relation to the Offer at www.nova-cap.com/investor/cnh_bidco.html and will also be available for inspection at the offices of Olswang LLP, 90 High Holborn, London, WC1V 6XX, during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted), in either case whilst the Offer remains open for acceptance.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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