Offer Update
August 23 2010 - 2:00AM
UK Regulatory
TIDMDGB TIDMCOE
RNS Number : 4409R
Digital Barriers plc
23 August 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD BE UNLAWFUL
23 August 2010
Recommended cash offer by Digital Barriers plc ("Digital Barriers") for the
entire issued and to be issued ordinary share capital of COE Group plc ("COE")
Offer unconditional in all respects
On 30 July 2010, Digital Barriers made a recommended cash offer for the entire
issued and to be issued ordinary share capital of COE.
The Offer Document was posted to COE Shareholders on 30 July 2010.
The Board of Digital Barriers is pleased to announce that all of the conditions
to the Offer have now been satisfied or waived and, accordingly, that the Offer
is unconditional in all respects.
The Offer will remain open for acceptances until further notice.
As at 3.00pm on 20 August 2010, Digital Barriers had received valid acceptances
in respect of 34,152,824 COE Shares representing in total approximately 92.94
per cent. of COE's issued share capital. None of these acceptances were received
from persons acting in concert with Digital Barriers and each of these
acceptances will be counted towards the satisfaction of the acceptance condition
under the Offer.
Prior to making the Offer, Digital Barriers obtained irrevocable undertakings to
accept, or procure the acceptance of, the Offer from certain COE Shareholders in
respect of 23,101,490 COE Shares, representing in aggregate approximately 62.87
per cent. of the issued share capital of COE. In respect of the COE Shares which
are the subject of irrevocable undertakings, Digital Barriers had at 3.00 pm on
20 August 2008 received valid acceptances in respect of 22,375,550 COE Shares,
representing approximately 60.90 per cent. of the issued share capital of COE.
Save as disclosed in this announcement, neither Digital Barriers, nor any person
acting in concert with Digital Barriers, is interested in or has any rights to
subscribe for any COE Shares nor does any such person have any short position
(whether conditional or absolute and whether in the money or otherwise),
including any short position under a derivative or any arrangement in relation
to the COE Shares. For these purposes, "arrangement" includes any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery of COE Shares and any borrowing or lending of COE Shares which
have not been on-lent or sold and any outstanding irrevocable commitment or
letter of intent with respect to COE Shares.
Consideration
Settlement of the consideration due to COE Shareholders who have already
provided valid and complete acceptances under the Offer will be despatched (or
in respect of COE Shares held in uncertificated form, credited through CREST) by
3 September 2010. The consideration due to COE Shareholders who provide valid
and complete acceptances under the Offer after the date of this announcement
will be despatched (or in respect of COE Shares held in uncertificated form,
credited through CREST) within 14 days of the date on which such acceptances are
received or, in the case of electronic acceptances, made.
Compulsory acquisition and cancellation of admission to AIM
Digital Barriers confirms its intention, as set out in the Offer Document, to
apply the provisions of sections 974 to 991 (inclusive) of the 2006 Act to
acquire compulsorily any COE Shares to which the Offer relates in respect of
which it has not received valid acceptances or which it has not otherwise
acquired.
Accordingly, Digital Barriers will shortly be posting statutory notices under
section 980(1) of the Companies Act 2006 to COE Shareholders who have not yet
validly accepted the Offer, informing such COE Shareholders that it will
compulsorily acquire their COE Shares under the provisions of sections 974 to
991 of the Companies Act 2006. The compulsory acquisition procedure is expected
to be completed on, or shortly after 4 October 2010.
Notice will today be sent to the board of COE requesting that the COE Directors
make an application to the London Stock Exchange for the cancellation of the
trading of the COE Shares on AIM. It is expected that such cancellation will
take effect no earlier than 21 September 2010, being 20 business days after the
date on which the Offer became unconditional in all respects.
Acceptance of the Offer
To accept the Offer in respect of certificated COE Shares, the Form of
Acceptance must be completed, signed and returned together with your definitive
share certificate(s) and/or other document(s) of title as soon as possible so as
to be received by post by Computershare, Corporate Actions Projects, Bristol,
BS99 6AH or (during the hours of 9.00 a.m. to 5.00 p.m. only) by hand to
Computershare at The Pavilions, Bridgwater Road, Bristol, BS13 8AE. The
procedure for acceptance of the Offer in respect of certificated COE Shares is
set out in paragraph 14(a) of Part II of the Offer Document and in the Form of
Acceptance.
To accept the Offer in respect of uncertificated COE Shares, acceptances should
be made electronically through CREST. The procedure for acceptance of the Offer
in respect of uncertificated COE Shares is set out in paragraph 14(b) of Part II
of the Offer Document.
If a holder of COE Shares is in any doubt about the Offer and/or any action he
should take, he is recommended to seek his own personal financial advice
immediately from an independent financial adviser duly authorised under the
Financial Services and Markets Act 2000 who specialises in advising upon
investment in shares and other securities if he is in the United Kingdom or, if
not in the United Kingdom, from another appropriately authorised financial
adviser in his own jurisdiction.
Further Information
Copies of the Offer Document and the Form of Acceptance are available (during
normal business hours) from Computershare, Corporate Actions Projects, Bristol,
BS99 6AH.
A copy of all announcements made by Digital Barriers and documents sent by
Digital Barriers, including the Offer Document and this announcement, are
available at: http://www.digitalbarriers.co.uk
The expressions used in this announcement, unless the context otherwise
requires, bear the same meaning as in the Offer Document dated 30 July 2010.
ENQUIRIES
+-----------------------------------------+----------------------+
| DIGITAL BARRIERS | |
+-----------------------------------------+----------------------+
| | |
+-----------------------------------------+----------------------+
| Digital Barriers plc | +44 (0) 20 7940 4740 |
+-----------------------------------------+----------------------+
| Tom Black, Executive Chairman | |
+-----------------------------------------+----------------------+
| Colin Evans, Managing Director | |
+-----------------------------------------+----------------------+
| Zak Doffman, Strategy Director | |
| | |
+-----------------------------------------+----------------------+
| | |
+-----------------------------------------+----------------------+
| Investec, Financial Adviser and Broker | +44 (0) 20 7597 5970 |
| to Digital Barriers | |
+-----------------------------------------+----------------------+
| Andrew Pinder | |
+-----------------------------------------+----------------------+
| Erik Anderson | |
+-----------------------------------------+----------------------+
| Dominic Emery | |
| | |
+-----------------------------------------+----------------------+
| | |
+-----------------------------------------+----------------------+
| Financial Dynamics, PR Adviser to | +44 (0) 20 7831 3113 |
| Digital Barriers | |
+-----------------------------------------+----------------------+
| Edward Bridges | |
+-----------------------------------------+----------------------+
| Matt Dixon | |
| | |
+-----------------------------------------+----------------------+
| | |
+-----------------------------------------+----------------------+
| COE | |
+-----------------------------------------+----------------------+
| | |
+-----------------------------------------+----------------------+
| COE Group plc | +44 (0) 113 230 8800 |
+-----------------------------------------+----------------------+
| Alison Fielding, Non-Executive Chairman | |
+-----------------------------------------+----------------------+
| Ian Jefferson, Chief Executive Officer | |
+-----------------------------------------+----------------------+
| Mark Marriage, Technical Director | |
| | |
+-----------------------------------------+----------------------+
| | |
+-----------------------------------------+----------------------+
| Zeus, Financial Adviser and Broker to | +44 (0) 161 831 1512 |
| COE | |
+-----------------------------------------+----------------------+
| Alex Clarkson | |
+-----------------------------------------+----------------------+
| Nick Cowles | |
+-----------------------------------------+----------------------+
| Stephen Robinson | |
+-----------------------------------------+----------------------+
Investec Bank Plc, which is authorised and regulated in the United Kingdom by
the Financial Services Authority is acting exclusively for Digital Barriers and
no one else in connection with the Offer and will not be responsible to anyone
other than Digital Barriers for providing the protections afforded to clients of
Investec Bank Plc or for providing advice in connection with the Offer.
Zeus Capital Limited, which is authorised and regulated in the United Kingdom by
the Financial Services Authority is acting exclusively for COE and no one else
in connection with the Offer and will not be responsible to anyone other than
COE for providing the protections afforded to clients of Zeus Capital Limited or
for providing advice in connection with the Offer.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. The Offer is made solely by means of the Offer
Document and the Form of Acceptance (in respect of certificated COE Shares),
which contain the full terms and conditions of the Offer, including details of
how the Offer may be accepted.
Unless otherwise determined by Digital Barriers and permitted by applicable law
and regulation, the Offer will not be made, directly or indirectly, in or into,
or by the use of the mails or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce, or any facility of a national securities exchange, of a Restricted
Jurisdiction and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within a Restricted Jurisdiction.
Accordingly, copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in or
into or from a Restricted Jurisdiction and persons receiving this announcement
(including, without limitation, custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send it in or into or from a Restricted
Jurisdiction. Doing so may render invalid 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 the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.
Rule 19.11 disclosure
In accordance with Rule 19.11 of the Code, a copy of this Announcement will be
published on the Digital Barriers website: www.digitalbarriers.co.uk.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 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 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
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 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 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. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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