RNS Number:0549U
Tinopolis PLC
09 May 2008
For immediate release
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION 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
9 May 2008
Recommended acquisition
of
Tinopolis plc
by
Red Dragon Acquisitions Limited, a company formed, and controlled by investment
partnerships
advised by Vitruvian Partners LLP
to be implemented by a scheme of arrangement under Part 26 of the Companies Act
2006
Summary
* The Independent Director of Tinopolis and the board of Bidco announce
that they have reached agreement on the terms of a recommended acquisition of
the entire issued and to be issued share capital of Tinopolis by Bidco. Bidco is
a newly incorporated company which has been formed, and is controlled, by
investment partnerships advised by Vitruvian Partners for the purposes of making
the Acquisition.
* Scheme Shareholders will be entitled to receive for each Scheme Share
45 pence in cash.
* The Acquisition values the entire issued and to be issued share
capital of Tinopolis at approximately #44.7 million. The price of 45 pence per
Scheme Share represents a premium of:
o 32.4 per cent. to the Closing Price of 34.0 pence per Tinopolis Share
on 8 May 2008, the last business day prior to the date of this announcement; and
o 51.1 per cent. to the average closing price of 29.8 pence per Tinopolis
Share for the six months prior to the date of this announcement.
* The last business day on which the Closing Price of Tinopolis Shares
was 45 pence or above was 14 December 2005.
* Tinopolis is one of the leading independent television production
companies in the United Kingdom. For the financial year ended 30 September 2007,
Tinopolis reported turnover of #66.0 million with a profit from operating
activities before interest and taxation of #2.2 million. As at 30 September
2007, Tinopolis held net cash of #10.9 million.
* A committee of the board of Tinopolis comprising the Independent
Director has been established for the purposes of progressing the
Acquisition and making the recommendations to Tinopolis Shareholders in
relation to the Acquisition.
+ * The Independent Director, who has been so advised by Investec,
considers the terms of the Acquisition to be fair and reasonable. In
providing its advice to the Independent Director, Investec has taken
into account the commercial assessment of the Independent Director.
+ * Accordingly, the Independent Director intends to recommend that
Tinopolis Shareholders vote in favour of the Acquisition at the Court
Meeting and the General Meeting as the Independent Director has
irrevocably undertaken to do in respect of his entire beneficial holding
of 3,094,235 Tinopolis Shares, representing approximately 3.2 per cent.
of the entire issued share capital of Tinopolis.
The Acquisition is expected to be effected by means of a scheme of
arrangement between Tinopolis and the Tinopolis Shareholders under Part 26
of the Companies Act 2006. This procedure involves an application by
Tinopolis to the Court to sanction the Scheme and to confirm the
cancellation of the Scheme Shares and the Executive Managers' Shares.
* The implementation of the Scheme will be subject to the Conditions and
certain further terms referred to in Appendix I to this announcement and to be
set out in the Scheme Document. To become effective, the Scheme will require,
amongst other things, the following events to occur:
o a resolution to approve the Scheme being passed by a simple majority in
number of the Scheme Shareholders present, entitled to vote and voting at the
Court Meeting (or at an adjournment thereof), either in person or by proxy,
representing not less than 75 per cent. in value of Scheme Shares voted at the
Court Meeting (or at any adjournment thereafter);
o a special resolution to approve and implement the Scheme, the Capital
Reduction and amendments to the articles of association of Tinopolis being
passed at the General Meeting;
o an ordinary resolution to approve on a poll the arrangements between
Bidco and the Executive Managers being passed at the General Meeting; and
o the sanction of the Scheme and confirmation of the Capital Reduction by
the Court and office copies of the Court Orders being delivered to the Registrar
and, in the case of the Capital Reduction, such Court Order together with the
minute of the Capital Reduction being registered by the Registrar.
* Upon the Scheme becoming effective, it will be binding on all
Tinopolis Shareholders, irrespective of whether they attended or voted at the
Court Meeting or the General Meeting (and if they attended and voted, whether or
not they voted in favour).
* It is anticipated that the Executive Managers will invest by way of
rollover approximately #4.3 million in Bidco Ordinary Shares (and,
indirectly, shares and loan notes in the Bidco Group) and additionally
approximately #0.2 million in shares and loan notes in companies in the
Bidco Group. Certain of the Tinopolis Shares held by the Executive Managers
will be cancelled in consideration for the issue of Bidco Ordinary Shares.
The remainder of the Tinopolis Shares held by the Executive Managers will be
treated as Scheme Shares under the Scheme. Consequently, none of the
Executive Managers will be entitled to vote on the resolution to approve the
Scheme to be proposed at the Court Meeting or the ordinary resolution to
approve such arrangements between Bidco and the Executive Managers to be
proposed at the General Meeting.
* The board of Bidco has received irrevocable undertakings to: (i)
vote in favour of the Acquisition at the Court Meeting; (ii) vote in favour
of the resolutions required to implement the Acquisition to be proposed at
the General Meeting; and (iii) to accept any potential takeover offer
subsequently made by Bidco in respect of the entire shareholdings of the
following Tinopolis Shareholders, amounting to 32,696,854 Tinopolis Shares
in total, representing approximately 34.2 per cent. of the entire issued
share capital of Tinopolis:
* the Independent Director in respect of 3,094,235 Tinopolis Shares,
representing approximately 3.2 per cent. of the entire issued share capital of
Tinopolis;
* Clement Jones in respect of 1,313,920 Tinopolis Shares, representing
approximately 1.4 per cent. of the entire issued share capital of Tinopolis; and
* Schroder Investment Management Limited and SVM Asset Management
Limited in respect of, in aggregate, 28,288,699 Tinopolis Shares, representing
approximately 29.6 per cent. of the entire issued share capital of Tinopolis.
* The board of Bidco has also received irrevocable undertakings to: (i)
vote in favour of the Acquisition at the Court Meeting; (ii) vote in favour
of the resolutions required to implement the Acquisition to be proposed at
the General Meeting; and (iii) to accept any potential takeover offer
subsequently made by Bidco in respect of the entire shareholdings of the
Executive Managers (being Ron Jones, John Glynog Davies, Angharad Mair,
Rhian Thomas, Arwel Rees and Jeff Foulser), together with the trustees of
the Park Street Trust in respect of, in aggregate, 20,338,193 Tinopolis
Shares, representing approximately 21.3 per cent. of the entire issued share
capital of Tinopolis. These irrevocable undertakings have been waived by
Bidco in relation to the Court Meeting and in relation to the ordinary
resolution proposed at the General Meeting in connection with the Management
Arrangements, as the Executive Managers are not entitled to vote at the
Court Meeting or on such ordinary resolution.
* In aggregate, therefore, Bidco has received irrevocable undertakings
to vote at the General Meeting: in favour of the special resolution to approve
and implement the Scheme, the Capital Reduction and amendments to the articles
of association of Tinopolis to be proposed at the General Meeting, in respect of
53,035,047 Tinopolis Shares, representing approximately 55.6 per cent. of the
existing issued share capital of Tinopolis entitled to vote on such resolution.
* The irrevocable undertaking given by Schroder Investment Management
Limited will lapse in the event of an offer being made by a third party
which is, in their reasonable opinion, an improvement of 10 per cent on the
value of the consideration offered under the Acquisition. It will also lapse
in respect of any relevant Tinopolis Shares in circumstances where Schroder
Investment Management Limited transfers such Tinopolis Shares to a
replacement fund manager or custodian in circumstances where a relevant
client has terminated or altered its professional relationship with Schroder
Investment Management Limited or if Schroder Investment Management Limited
is instructed otherwise by a relevant client. . The other irrevocable
undertakings referred to above will not lapse in the event of receipt by the
Company of a higher competing offer. It is expected that the Scheme Document
will be posted by late May 2008 and that the Court Meeting and the General
Meeting to approve the Acquisition will be held on 16 June 2008. Subject to
shareholder approval and the satisfaction or waiver of the other Conditions
it is expected that the Scheme will become effective in the first half of
July 2008.
KPMG Corporate Finance is acting as financial adviser to Bidco. Investec is
acting as financial adviser to Tinopolis and is also Tinopolis' nominated
adviser for the purposes of the AIM Rules for Companies.
Commenting on the Acquisition, Rhys Davies, the Independent Director of
Tinopolis said:
"The Acquisition by Vitruvian Partners LLP represents an opportunity for
Tinopolis Shareholders to realise their entire investment in Tinopolis, in cash
at a premium to the current Tinopolis Share price, within a relatively short
period of time. Moreover, the Acquisition fairly reflects the Company's future
growth prospects from executing its business plan as a publicly listed company."
Commenting on the Acquisition, Ron Jones, the Chairman of Tinopolis said:
"In Vitruvian we have found the right partner for the next stage in this
Company's development. There are many opportunities out there and my entire team
is enthusiastic about the future and what this partnership can achieve."
Commenting on the Acquisition, Toby Wyles, Managing Partner of Vitruvian
Partners said:
"We are delighted to be able to support Ron Jones and the management team at
Tinopolis in the next stage of the development of the Company. We have great
respect for the management team at Tinopolis and the business they have built.
We are keen to work with them and to provide financial support to help
accelerate the growth of Tinopolis and to exploit new opportunities as the
content and new media markets continue to evolve rapidly."
This summary should be read in conjunction with, and is subject to, the full
text of the announcement (including its appendices) which forms an integral part
of this summary.
The Acquisition will be subject to the Conditions and certain further terms set
out in Appendix I to this announcement and to be set out in the Scheme Document.
Enquiries
Bidco Tel: +44 (0) 20 7152
6503
Toby Wyles / Ben Johnson
KPMG Corporate Finance, financial adviser to Bidco Tel: +44 (0) 20 7311
1000
David Elms
Financial Dynamics Tel: +44 (0) 20 7831
3113
Charles Palmer
Tinopolis Tel: +44 (0) 15 5488
0880
Ron Jones / Arwel Rees
Investec, financial adviser and nominated adviser to Tel: +44 (0) 20 7597
Tinopolis 5970
Martin Smith
The Scheme Document, containing further details of the Acquisition (including
notices of a Court Meeting and a General Meeting) together with the Forms of
Proxy, will be posted to Tinopolis Shareholders and, for information only, to
participants in the Tinopolis Share Schemes and the holders of the Warrant as
soon as practicable and in any event within 28 days of this announcement, unless
otherwise agreed with the Panel.
The directors of Bidco and the investment committee of Vitruvian Partners (all
of whose names will be set out in the Scheme Document) accept responsibility for
the information contained in this announcement save for the information for
which the investment committee of Vitruvian Partners alone accepts
responsibility, as set out below and the information for which the directors of
Tinopolis or the Independent Director accept responsibility, as set out below.
To the best of the knowledge and belief of the directors of Bidco and the
investment committee of Vitruvian Partners (who have taken all reasonable care
to ensure that such is the case), such information for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.
The investment committee of Vitruvian Partners accepts responsibility for the
information relating to Vitruvian Partners and the Vitruvian Fund. To the best
of the knowledge and belief of the investment committee of Vitruvian Partners
(who have taken all reasonable care to ensure that such is the case), such
information for which they are responsible is in accordance with the facts and
does not omit anything likely to affect the import of such information.
The directors of Tinopolis (all of whose names will be set out in the Scheme
Document) accept responsibility for the information contained in this
announcement relating to Tinopolis, the Tinopolis Group and themselves and their
immediate families, related trusts and connected persons. To the best of the
knowledge and belief of the directors of Tinopolis (who have taken all
reasonable care to ensure that such is the case), such information for which
they are responsible is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The Independent Director accepts responsibility for his recommendation of the
Acquisition contained in this announcement. To the best of the knowledge and
belief of the Independent Director (who has taken all reasonable care to ensure
that such is the case), such information for which he is responsible is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated
by the Financial Services Authority for investment business activities, is
acting for Bidco as financial adviser in relation to the potential Acquisition
and is not acting for any other person in relation to the potential Acquisition.
KPMG Corporate Finance will not be responsible to anyone other than Bidco for
providing the protections afforded to its clients or for providing advice in
relation to the contents of this announcement or any offer or arrangements
referred to herein.
Investec which is authorised and regulated by the Financial Services Authority
is acting exclusively for Tinopolis and no-one else as financial adviser in
relation to the potential Acquisition. Investec will not be responsible to
anyone other than Tinopolis for providing the protections afforded to its
clients or for providing advice in relation to the contents of this announcement
or any offer or arrangements referred to herein.
The availability of the Acquisition or the distribution of this announcement to
persons who are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are located. Persons who are not
resident in the United Kingdom should inform themselves of, and observe, any
applicable requirements. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
The Acquisition will not be made available, directly or indirectly, in or into
the United States or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile or other electronic transmission,
telex or telephone) of inter-state or foreign commerce of, or any facility of, a
national, state or other securities exchange of, the United States, nor will it
be made available directly or indirectly in or into Canada, Australia or Japan
and no person may vote in favour of the Acquisition by any such use, means,
instrumentality or facility or from within the United States, Canada, Australia
or Japan or any other such jurisdiction if to do so would constitute a violation
of the relevant laws of such jurisdiction. Accordingly, copies of this
announcement, the Scheme Document and the Forms of Proxy are not being, will not
be and must not be mailed or otherwise forwarded, distributed or sent in, into
or from the United States, Canada, Australia or Japan or any other such
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction and persons receiving this press announcement, the Scheme
Document and the Forms of Proxy (including without limitation custodians,
nominees and trustees) must not mail, forward, distribute or send them in, into
or from the United States, Canada, Australia or Japan or any other such
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction
The Acquisition will be subject to the applicable rules and regulations of the
London Stock Exchange and the City Code.
Cautionary note regarding forward looking statements
This document contains certain forward-looking statements with respect to the
financial condition, results of operations and business of Tinopolis, the
Acquisition and certain plans and objectives of the boards of Tinopolis and
Bidco with respect thereto. 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 boards of Tinopolis and
Bidco in light of their experience and their perception of historical trends,
current conditions, expected future developments and other factors they believe
appropriate. 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 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. Although Tinopolis and Bidco believe that the
expectations reflected in such forward-looking statements are reasonable,
Tinopolis and Bidco can give no assurance that such expectations will prove to
have been correct and Tinopolis and Bidco therefore caution you not to place
undue reliance on these forward-looking statements which speak only as at the
date of this document.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code if any person is, or becomes,
''interested'' (directly or indirectly) in one per cent. or more of any class of
''relevant securities'' of Tinopolis, all ''dealings'' in any ''relevant
securities'' of Tinopolis (including by means of an option in respect of, or a
derivative referenced to, any such ''relevant securities'') must be publicly
disclosed by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant transaction. This requirement will continue until the
date on which an offer becomes, or is declared, unconditional as to acceptances,
lapses or is otherwise withdrawn or on which the ''offer period'' otherwise
ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an ''interest'' in
''relevant securities'' of Tinopolis, they will be deemed to be a single person
for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all ''dealings'' in
''relevant securities'' of Tinopolis by Bidco, or by any of their respective
''associates'', must be disclosed by no later than 12.00 noon (London time) on
the business day following the date of the relevant transaction. A disclosure
table, giving details of the companies in whose ''relevant securities''
''dealings'' should be disclosed, and the number of such securities in issue,
can be found on the Panel website at www.thetakeoverpanel.org.uk.
''Interests in securities'' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an ''interest'' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotations marks are defined in the City Code, which can also be found
on the Panel's website at www.thetakeoverpanel.org.uk. If you are in any doubt
as to the application of Rule 8 to you or whether or not you are required to
disclose a ''dealing'' under Rule 8, you should consult the Panel.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the City Code, the Company confirms that it has
95,465,888 Tinopolis Shares of 2 pence each in issue (excluding Tinopolis Shares
held in treasury) and admitted to trading on AIM under the ISIN code
GB0009365692.
For immediate release
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION 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
9 May 2008
Recommended acquisition
of
Tinopolis plc
by
Red Dragon Acquisitions Limited, a company formed, and controlled by investment
partnerships
advised by Vitruvian Partners LLP
to be implemented by a scheme of arrangement under Part 26 of the Companies Act
2006
1. Introduction
The Independent Director and the board of Bidco are pleased to announce that
they have reached agreement on the terms of a recommended acquisition of the
entire issued and to be issued share capital of Tinopolis by Bidco. It is
intended that the Acquisition is to be effected by means of a scheme of
arrangement between Tinopolis and its shareholders under Part 26 of the
Companies Act 2006 (or should Bidco so elect and subject to the consent of the
Panel, by means of the Offer).
Bidco is a newly incorporated company which has been formed, and is controlled
by investment partnerships advised by Vitruvian Partners for the purposes of
making the Acquisition.
In view of their arrangements with Bidco as described in paragraph 3 below, Ron
Jones, Arwel Rees and Angharad Mair and, in view of his continuing role in
Tinopolis in the event of the Acquisition being successful, John Willis, are
each regarded as having a conflict of interest in relation to the Acquisition. A
committee of the board of Tinopolis comprising the Independent Director, Rhys
Davies (Non-Executive Director), has therefore been established for the purposes
of progressing the Acquisition, considering all matters relating to the
Acquisition and making the recommendations to Tinopolis Shareholders in relation
to the Acquisition.
2. The Acquisition
Under the terms of the Scheme, which will be subject to the Conditions and
certain further terms set out in Appendix I to this announcement and to be set
out in the Scheme Document, Scheme Shareholders will be entitled to receive:
for each Scheme Share 45 pence in cash
The Acquisition values the entire issued and to be issued share capital of
Tinopolis at approximately #44.7 million.
The price of 45 pence per Scheme Share represents a premium of:
* 32.4 per cent. to the Closing Price of 34.0 pence per Tinopolis Share
on 8 May 2008, the last business day prior to the date of this announcement; and
* 51.1 per cent. to the average Closing Price of 29.8 pence per Tinopolis
Share for the six months prior to the date of this announcement.
The last business day on which the Closing Price of Tinopolis Shares was 45
pence or above was 14 December 2005.
The Scheme Document, containing further details of the Acquisition (including
notices of a Court Meeting and a General Meeting) together with the Forms of
Proxy, will be posted to Tinopolis Shareholders, and, for information only to
participants in the Tinopolis Share Schemes and holders of the Warrant as soon
as practicable and in any event within 28 days of this announcement, unless
otherwise agreed with the Panel. Resolutions to, amongst other things, approve
the Scheme and the Capital Reduction will be put to Tinopolis Shareholders at
the Court Meeting and the General Meeting, respectively. It is expected that the
Court Meeting and the General Meeting to approve the Acquisition will be held on
16 June 2008. Subject to shareholder approval and the satisfaction or waiver of
the other Conditions, it is expected that the Scheme will become effective in
the first half of July 2008.
For details of how the Executive Managers' Shares will be treated pursuant to
the Scheme, please see paragraph 3 below.
3. Arrangements between Bidco and the Executive Managers
The board of Bidco believes that the ongoing participation in the continued
growth of the Tinopolis Group by the Executive Managers (being Ron Jones, Arwel
Rees, Jeff Foulser, Angharad Mair, Rhian Thomas and John Glynog Davies) is very
important, due to their existing relationship with customers and suppliers.
Therefore the Executive Managers have reached agreement with Bidco in relation
to the Management Arrangements under which, inter alia, it is anticipated that
they will invest approximately #4.3 million (being funded from approximately
53.8 per cent of their gross proceeds from the Acquisition) in Bidco Ordinary
Shares and approximately #0.2 million (being funded from their own resources) in
shares and loan notes in other companies in the Bidco Group, which together will
give them an economic entitlement to approximately 28.3 per cent of the equity
in Luxco and approximately #4.5 million of nominal value in loan notes in
Holdco.
Accordingly, certain of the Tinopolis Shares held by Executive Managers' are not
classified as Scheme Shares but as Executive Managers' Shares. As part of the
Acquisition, the Executive Managers' Shares will be reclassified as A Ordinary
Shares and upon cancellation of the A Ordinary Shares, the Executive Managers
will receive Bidco Ordinary Shares as consideration for such cancellation. Such
A Ordinary Shares will be exchanged, indirectly for equity in Luxco and loan
notes in Holdco. Luxco and Holdco are other companies in the Bidco Group.
Further details of Bidco's holding company structure will be set out in the
Scheme Document.
The Executive Managers will remain in place to operate the Company once the
Scheme becomes effective on the basis of their current service contracts,
subject to certain agreed amendments.
The Company will propose an ordinary resolution at the General Meeting, to be
voted on by way of poll, pursuant to which Tinopolis Shareholders will be asked
to approve the arrangements between Bidco and the Executive Managers. None of
the Executive Managers will be entitled to vote on this resolution or the
resolution to approve the Scheme to be proposed at the Court Meeting.
Investec considers the terms of the arrangements with the Executive Managers to
be fair and reasonable so far as other Tinopolis Shareholders are concerned.
4. Responsibility for considering the Acquisition and recommendation
By reason of the executive directors' of Tinopolis (being Ron Jones, Arwel Rees,
Angharad Mair and John Willis) arrangements with the Bidco Group and or
Tinopolis upon the Scheme becoming effective each of them are deemed to have a
conflict of interest in relation to the Acquisition. A committee of the board of
Tinopolis comprising the Independent Director has therefore been established for
the purposes of progressing the Acquisition, considering all matters relating to
the Acquisition and making the recommendation to Tinopolis Shareholders in
relation to the Acquisition.
The Independent Director, who has been so advised by Investec, considers the
terms of the Acquisition to be fair and reasonable. In providing its advice to
the Independent Director, Investec has taken into account the commercial
assessment of the Independent Director.
Accordingly, the Independent Director intends to recommend that Tinopolis
Shareholders vote in favour of the resolutions to be proposed at the Court
Meeting and the General Meeting as the Independent Director has irrevocably
undertaken to do in respect of his entire beneficial holding of 3,094,235
Tinopolis Shares, representing approximately 3.2 per cent. of the entire issued
share capital of Tinopolis.
5. Irrevocable undertakings
The board of Bidco has received irrevocable undertakings to: (i) vote in favour
of the Acquisition at the Court Meeting; (ii) vote in favour of the resolutions
required to implement the Acquisition to be proposed at the General Meeting; and
(iii) to accept any potential takeover offer subsequently made by Bidco in
respect of the entire shareholdings of the following shareholders, amounting to
32,696,854 Tinopolis Shares in total, representing approximately 34.2 per cent.
of the entire issued share capital of Tinopolis:
* the Independent Director in respect of 3,094,235 Tinopolis Shares,
representing approximately 3.2 per cent. of the entire issued share capital
of Tinopolis;
* Clement Jones in respect of 1,313,920 Tinopolis Shares, representing
approximately 1.4 per cent. of the entire issued share capital of Tinopolis;
and
* Schroder Investment Management Limited and SVM Asset Management Limited
in respect of, in aggregate, 28,288,699 Tinopolis Shares, representing
approximately 29.6 per cent. of the entire issued share capital of
Tinopolis.
The board of Bidco has also received irrevocable undertakings to: (i) vote in
favour of the Acquisition at the Court Meeting; (ii) vote in favour of the
resolutions required to implement the Acquisition to be proposed at the General
Meeting; and (iii) to accept any potential takeover offer subsequently made by
Bidco in respect of the entire shareholdings of the Executive Managers (being
Ron Jones, John Glynog Davies, Angharad Mair, Rhian Thomas, Arwel Rees and Jeff
Foulser), together with the trustees of the Park Street Trust in respect of, in
aggregate, 20,338,193 Tinopolis Shares, representing approximately 21.3 per
cent. of the entire issued share capital of Tinopolis. These irrevocable
undertakings have been waived by Bidco in relation to the Court Meeting and in
relation to the ordinary resolution proposed at the General Meeting in
connection with the Management Arrangements, as the Executive Managers are not
entitled to vote at the Court Meeting or on such ordinary resolution. These
irrevocable undertakings permit the transfer of the relevant Tinopolis Shares to
MC 432 Limited or MC 433 Limited (being two special purpose vehicles established
by those individuals) if such transferees have in advance of such transfer
granted irrevocable undertakings to Bidco in similar terms.
In aggregate, therefore, Bidco has received irrevocable undertakings to vote at
the General Meeting: in favour of the special resolution to approve and
implement the Scheme, the Capital Reduction and amendments to the articles of
association of Tinopolis to be proposed at the General Meeting, in respect of
53,035,047 Tinopolis Shares, representing approximately 55.6 per cent. of the
existing issued share capital of Tinopolis entitled to vote on such resolution.
The irrevocable undertaking given by Schroder Investment Management Limited will
lapse in the event of an offer being made by a third party which is, in their
reasonable opinion, an improvement of 10 per cent on the value of the
consideration offered under the Acquisition. It will also lapse in respect of
any relevant Tinopolis Shares in circumstances where Schroder Investment
Management Limited transfers such Tinopolis Shares to a replacement fund manager
or custodian in circumstances where a relevant client has terminated or altered
its professional relationship with Schroder Investment Management Limited or if
Schroder Investment Management Limited is instructed otherwise by a relevant
client. The other irrevocable undertakings referred to above will not lapse in
the event of receipt by the Company of a higher competing offer.
6. Background to and reasons for recommending the Acquisition
Over the past five years, Tinopolis has developed its business into one of the
leading independent television production companies in the United Kingdom. It
has sought to build value for Tinopolis Shareholders by emphasising organic
growth opportunities, focusing on long term contracted revenues with a wide
range of customers and selectively adding further complementary businesses where
it can apply its business approach and skills.
The Welsh, Sports and Interactive businesses have historically delivered strong
organic growth and built their level of forward contracted revenues, whilst the
Mentorn business, although continuing to be loss-making, has significantly
improved its financial performance under Tinopolis' ownership.
Tinopolis has evaluated several sizable acquisition opportunities since its
acquisition of The Television Corporation PLC in January 2006. However, the
valuation attributed to the Company by the equity market has, in the Tinopolis
Directors' opinion, limited its ability to finance such acquisitions through
issuing new equity as many assets in the United Kingdom independent television
production sector have been valued at higher valuation multiples than those at
which Tinopolis has traded since January 2006.
Since January 2006, Tinopolis has acquired two smaller businesses, Video Arts
Group Limited and APP Broadcast Limited, for a total of #3.5 million in initial
cash consideration and further deferred consideration of up to #550,000, to be
satisfied by a mix of both cash and Tinopolis Shares. Both acquisitions have
been earnings accretive and strategically beneficial. Tinopolis has also bought
back 4,650,000 Tinopolis Shares for #1.9 million (equivalent to an average price
of 39.9 pence for each Tinopolis Share) during the 2007 financial year.
In late December 2007, Tinopolis received an indicative approach from Vitruvian
Partners regarding its interest in making a possible offer for the Company, with
the intention of retaining the management team to run the Company in private
ownership. The Independent Director has evaluated the proposals from Vitruvian
Partners on behalf of Tinopolis Shareholders as a whole.
During preliminary discussions held in January 2008, Vitruvian Partners
demonstrated a high level of interest in the Company which, combined with the
constraints on Tinopolis in acquiring complementary businesses, convinced the
Independent Director of the merits of allowing Vitruvian Partners to progress
this interest and to conduct a limited due diligence exercise in co-operation
with the Company. The discussions have resulted in the proposed recommended
acquisition of Tinopolis by Bidco at a price of 45 pence in cash for each Scheme
Share.
The Acquisition represents an opportunity for Scheme Shareholders to realise the
value of their investment at an attractive premium to the current market value
of the Company. At a price of 45 pence per Scheme Share, representing an
enterprise value of approximately #32.5 million as at 30 September 2007
(reflecting approximately #10.9 million of net cash held by Tinopolis at 30
September 2007 and cash which would be received by the Company on the exercise
of share options under the Share Schemes of approximately #1.3 million) and an
equity value of #44.7 million, the Acquisition represents:
* an enterprise valuation multiple of 9.8 times Tinopolis' profit from
operating activities before interest, tax, depreciation and amortisation of #3.3
million for the year ended 30 September 2007;
* an enterprise valuation multiple of 15.0 times Tinopolis' profit from
operating activities before interest and tax of #2.2 million for the year ended
30 September 2007;
* an equity valuation multiple of 24.3 times Tinopolis' net earnings of
#1.8 million for the year ended 30 September 2007;
* a premium of 32.4 per cent. to the Closing Price of 34.0 pence per
Tinopolis Share on 8 May 2008, the last business day prior to this announcement;
and
*a premium of 51.1 per cent. to the average Closing Price of 29.8 pence
per Tinopolis Share for the six months prior to this announcement.
The last business day on which the Closing Price of Tinopolis Shares was 45
pence or above was 14 December 2005.
In considering whether to recommend the Acquisition, the Independent Director
has determined that:
* the Acquisition represents an opportunity for Tinopolis Shareholders to
realise their entire investment in Tinopolis, in cash and at a premium,
within a relatively short period of time and without the operational risks
inherent in Tinopolis executing its business plan; and
* the Acquisition fairly reflects the Company's future growth prospects.
The Independent Director also considered that Tinopolis has received no other
expressions of interest from potential offerors.
Consequently, the Independent Director, who has been so advised by Investec,
considers the terms of the Acquisition to be fair and reasonable. In providing
its advice to the Independent Director, Investec has taken into account the
commercial assessment of the Independent Director.
7. Background to and reasons for the Acquisition
Since its foundation in 1989, Tinopolis has developed into a leading independent
media company. Vitruvian Partners recognise the significant achievements of the
Executive Managers in developing the Company over the years and intend to
support the Executive Managers in implementing their existing plans for the
Tinopolis Group.
The turnaround of the Mentorn business, combined with investment in interactive
and new media productions, will be key to delivering future organic growth in
revenue and profitability, alongside Tinopolis' continued growth and
profitability within its sport and Welsh language divisions. In addition,
Vitruvian Partners and the Executive Managers have identified a number of
attractive organic and acquisition growth opportunities which Bidco plans to
pursue in order to reinforce its position in the markets in which it operates
and enhance its prospects for further growth.
Given the medium term investment horizon required to pursue this strategy,
Vitruvian Partners believes that the next stage of Tinopolis' development would
be best achieved under private ownership.
8. Information on Tinopolis
Tinopolis is a United Kingdom based independent television production company,
with around 2,500 hours of drama, factual, sports and children's programming
produced each year for more than 200 broadcasters worldwide. Headquartered in
Llanelli, Tinopolis has production centres in London, Oxford, Glasgow, Cardiff
and Leeds. Tinopolis owns a portfolio of brands, including Mentorn and Sunset +
Vine, which produce a range of well known and niche programmes, from the Ashes
and the Tour de France sports coverage to Question Time and live Welsh daily
programmes Wedi 3 and Wedi 7. Tinopolis is the leading supplier of Welsh
language programming. The Tinopolis Group also produces a range of interactive,
training and education materials for clients including the BBC, Ministry of
Defence and University for Industry.
For the financial year ended 30 September 2007, Tinopolis reported turnover of
#66.0 million with a profit from operating activities before interest and
taxation of #2.2 million. As at 30 September 2007, Tinopolis held net cash of
#10.9 million.
9. Current trading
The progress made in integrating the businesses acquired by Tinopolis in 2006
and 2007, new commissions and the re-commissioning of its key programmes gives
the board of Tinopolis confidence in the outlook for Tinopolis. In light of
this, and combined with its wide range of customers and a lack of dependence on
any one contract, Tinopolis is well placed for the financial year 2008. Trading
in the current year to date is in accordance with management expectations.
10. Information on Vitruvian Partners
Vitruvian Partners is an independent private equity firm that specialises in
middle-market buyouts, growth buyouts and growth capital investments in the
United Kingdom and elsewhere in Northern Europe. Vitruvian Partners investment
professionals' experience as principals in the investment industry dates back to
1990 and demonstrates an ability to invest successfully over multiple market
cycles throughout a spectrum of industries.
Vitruvian Partners aims to invest in companies across northern Europe including,
the United Kingdom, Eire, Germany, the Nordic Region, the Netherlands, Belgium,
Switzerland and Austria. Vitruvian Partners focuses on investments in faster
moving, less capital intensive industries such as media, information technology,
telecoms, financial services, business services and leisure.
Vitruvian Partners acts as discretionary manager to the Vitruvian Fund which
comprises total commitments of Euro925 million. The fund closed to new commitments
in February 2008. Vitruvian Partners' investment focus is on companies operating
in 'dynamic situations' where there is an opportunity to build strategic value
in such businesses as they go through significant change.
The Vitruvian Fund will target investments of Euro15 million to Euro150 million
typically in the sectors referred to above. In December 2007, Vitruvian Partners
announced the Vitruvian Fund's first investment, the buyout of the Latitude
Group, a UK based independent internet search marketing agency.
11. Information on Bidco, its financing and arrangements with the Executive
Managers
Bidco is a newly incorporated company, which has been formed, and is controlled
by investment partnerships advised by Vitruvian Partners, for the purposes of
making the Acquisition.
The Executive Managers have reached agreement with Bidco in relation to the
Management Arrangements under which, inter alia, they intend to subscribe for
equity and debt securities in companies in the Bidco Group, representing a
financial commitment of approximately #4.5 million, based on the value of the
proportion of their Tinopolis Shares which are being rolled into Bidco,
together, in certain cases, with their own resources which are being invested in
the Bidco Group, as described in paragraph 3 above.
The Executive Managers have given certain irrevocable undertakings to Bidco in
connection with the Acquisition. In addition, these Executive Managers have each
undertaken not to solicit, initiate or continue discussions (except where
required under the City Code or by statutory or fiduciary duty, the Panel and
any applicable laws and regulations) with any competing offeror for Tinopolis.
The Acquisition is subject to, among other things, the approval of the
independent Tinopolis Shareholders of the Management Arrangements. Investec
considers the proposed terms of the Management Arrangements to be fair and
reasonable as far as the independent Tinopolis Shareholders are concerned.
Bidco considers the Management Arrangements to be critical to the success of the
Acquisition and therefore if the independent Tinopolis Shareholders do not pass
the relevant resolution at the General Meeting approving these arrangements,
Bidco may (at its absolute discretion) seek to invoke Condition 1(iii), which
would result in the Acquisition being withdrawn.
Further details of the Management Arrangements will be set out in the Scheme
Document.
Bidco has not traded since its date of incorporation, nor has it entered into
any obligations other than in connection with the Acquisition and the financing
of the Acquisition. The current Directors of Bidco are Vitruvian Directors I
Limited and Vitruvian Directors II Limited. After the Scheme has become
effective, Ben Johnson and Toby Wyles are expected to be appointed by Vitruvian
Directors I Limited and Vitruvian Directors II Limited to act as their
representative in attending board meetings of Bidco.
The Bidco Group will be financed using a combination of equity and debt. The
Vitruvian Fund will provide approximately #20.5 million of equity funding and
#7.4 million of short term equity funding, in addition to the financial
commitment by the Executive Managers of #4.5 million, based on the value of the
proportion of their Tinopolis Shares which are being rolled into Bidco, together
with their own resources which, in certain cases, are being invested in the
Bidco Group. To finance the balance of the consideration due under the terms of
the Acquisition and to pay certain fees and expenses associated with the
Acquisition, the Bidco Group has in place approximately #17 million of debt
financing under committed facilities arranged and fully underwritten by Barclays
Bank PLC and The Governor and Company of the Bank of Ireland and their
respective affiliates. In addition, Bidco will have #9 million of committed
working capital and acquisition facilities.
KPMG Corporate Finance has confirmed that it is satisfied that sufficient
resources are available to Bidco to satisfy in full the cash consideration
payable pursuant to the Acquisition. Further details on the financing of the
Acquisition will be set out in the Scheme Document.
12. Effect of the Scheme on the Tinopolis Share Schemes and Warrant
Appropriate proposals will be made to holders of options/awards under the
Tinopolis Share Schemes and to the holders of the Warrant in due course. Details
of these proposals will be set out in the Scheme Document.
13. Directors, management and employees
The board of Bidco has given assurances to the Independent Director that,
following the Scheme becoming effective, the existing employment rights,
including pension rights, of all employees of Tinopolis will be fully
safeguarded. The board of Bidco has confirmed to the Independent Director that
Bidco's plans for the Tinopolis Group do not involve any immediate change to the
continued employment or the terms and conditions of employment of the Tinopolis
Group employees nor are there currently any plans to change the principal
locations of Tinopolis' business.
Following the successful implementation of the Acquisition, Ron Jones, Arwel
Rees, Angharad Mair and John Willis will continue as executive directors of the
Company.
The Independent Director has undertaken to resign from the board of Tinopolis
upon the Scheme becoming effective.
14. Disclosure of interests in Tinopolis
Save for the Tinopolis Shares specified in the irrevocable undertakings referred
to in paragraph 5 above, as at the close of business on 8 May 2008, being the
latest practicable business day prior to the date of this announcement, neither
Bidco nor any of the directors of Bidco or Vitruvian Partners, nor, so far as
Bidco is aware, any person acting in concert with Bidco has: (i) any interest in
or right to subscribe for any Tinopolis Shares, nor (ii) any short positions in
respect of Tinopolis Shares (whether conditional or absolute and whether in the
money or otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another person
to purchase or take delivery, nor (iii) borrowed or lent any Tinopolis Shares
(save for any borrowed shares which have been on-lent or sold).
15. Inducement fee
Tinopolis has entered into an inducement fee agreement with Vitruvian Partners
(on behalf of Bidco) under which Tinopolis has given various undertakings to
Vitruvian Partners, including an undertaking that it will not solicit or
initiate any possible offer for Tinopolis or any other transaction which is
inconsistent with, or an alternative to, the Acquisition.
As an inducement to Vitruvian Partners to pursue its discussions with Tinopolis
in relation to a possible offer, Tinopolis has agreed under the inducement fee
agreement to pay an inducement fee to Vitruvian Partners of one per cent. of the
value of the Acquisition (inclusive of any VAT), calculated on a fully diluted
basis. The inducement fee will be payable if, in summary:
i) an Independent Inconsistent Transaction is announced before the
Acquisition becomes effective or lapses and such Independent Inconsistent
Transaction subsequently becomes or is declared unconditional in all respects or
otherwise completes or becomes effective; or
ii) the Independent Director announces that he is recommending or
approving an Independent Inconsistent Transaction; or
iii) the Independent Director withdraws his recommendation of the
Acquisition or alters or qualifies his recommendation; or
iv) the Independent Director refuses to put forward the Scheme to the
shareholders of Tinopolis.
16. Structure of the Acquisition
The Acquisition is expected to be effected by means of a scheme of arrangement
between Tinopolis and the Tinopolis Shareholders under Part 26 of the Companies
Act 2006. This procedure involves an application by Tinopolis to the Court to
sanction the Scheme and to confirm the cancellation of Scheme Shares and the
Executive Managers' Shares.
The implementation of the Scheme will be subject to the Conditions and certain
further terms referred to in Appendix I to this announcement and to be set out
in the Scheme Document. To become effective, the Scheme will require, amongst
other things, the following events to occur:
* a resolution to approve the Scheme being passed by a simple majority
in number of the Scheme Shareholders present, entitled to vote and voting at the
Court Meeting (or at an adjournment thereof), either in person or by proxy,
representing not less than 75 per cent. in value of Scheme Shares voted at the
Court Meeting (or at any adjournment thereafter);
* a special resolution to approve and implement the Scheme, the Capital
Reduction and amendments to the articles of association of Tinopolis being
passed at the General Meeting;
* an ordinary resolution to approve on a poll the arrangements between
Bidco and the Executive Managers being passed at the General Meeting; and
* the sanction of the Scheme and confirmation of the Capital Reduction
by the Court and office copies of the Court Orders being delivered to the
Registrar and, in the case of the Capital Reduction, such Court Order together
with the minute of the Capital Reduction being registered by the Registrar.
Upon the Scheme becoming effective, it will be binding on all Tinopolis
Shareholders, irrespective of whether they attended or voted at the Court
Meeting or the General Meeting (and if they attended and voted, whether or not
they voted in favour).
It is expected that the Scheme Document will be posted by late May 2008 and that
the Court Meeting and the General Meeting to approve the Acquisition will be
held on or about 16 June 2008. Subject to shareholder approval and the
satisfaction or waiver of the other Conditions, it is expected that the Scheme
will become effective at the beginning of July 2008.
Further details of the Scheme will be contained in the Scheme Document, which
will be posted to Tinopolis Shareholders as soon as practicable and in any event
within 28 days of this announcement, unless otherwise agreed with the Panel.
Save for the shares specified in the irrevocable undertakings referred to in
paragraph 5 above, neither Bidco nor any party acting in concert with Bidco owns
or holds any other rights over any Tinopolis Shares.
17. Implementation Agreement
Tinopolis and Bidco have entered into the Implementation Agreement which
provides, inter alia, for the implementation of the Scheme and related matters
in accordance with an agreed indicative timetable and contains certain
assurances and confirmations between the parties, including provisions to
implement the Scheme on a timely basis and governing the conduct of the business
of the Tinopolis Group.
The Implementation Agreement terminates in certain circumstances, including:
*if the Acquisition is not sanctioned by the Tinopolis Shareholders;
* if the Acquisition has not become effective by 16 September 2008 or
such later date as Bidco and Tinopolis shall agree; and
*by notice from either Bidco or Tinopolis in certain defined
circumstances.
18. Cancellation of admission to trading on AIM and re-registration
The London Stock Exchange will be requested to cancel the admission to trading
of Tinopolis Shares on AIM when the Acquisition becomes effective. The last day
of dealings in Tinopolis Shares on AIM is expected to be on the business day
immediately prior to the Effective Date and no transfers of Tinopolis Shares
will be registered after 6.00 p.m. on that date. On the Effective Date, share
certificates in respect of Tinopolis Shares will cease to be valid and should be
destroyed. In addition, entitlements to Tinopolis Shares held within the CREST
system will be cancelled on the Effective Date.
It is intended that, following the Scheme becoming effective, and after the
admission to trading on AIM of the Tinopolis Shares has been cancelled,
Tinopolis will be re-registered as a private company.
19. Overseas shareholders
The availability of the Acquisition or the distribution of this announcement to
persons who are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are located. Persons who are not
resident in the United Kingdom should inform themselves of, and observe, any
applicable requirements.
This announcement does not constitute an offer for sale of any securities or an
offer or an invitation to purchase any securities. Tinopolis Shareholders are
advised to read carefully the Scheme Document and related Forms of Proxy once
these have been dispatched.
20. Conclusion and recommendation
The Independent Director, who has been so advised by Investec, considers the
terms of the Acquisition to be fair and reasonable. In providing its advice to
the Independent Director, Investec has taken into account the commercial
assessment of the Independent Director.
Accordingly, the Independent Director intends to recommend that Tinopolis
Shareholders vote in favour of the Acquisition at the Court Meeting and the
General Meeting as the Independent Director has irrevocably undertaken to do in
respect of his entire beneficial holding of 3,094,235 Tinopolis Shares,
representing approximately 3.2 per cent. of the entire issued share capital of
Tinopolis.
21. Enquiries
Bidco Tel: +44 (0) 20 7152
6503
Toby Wyles / Ben Johnson
KPMG Corporate Finance, financial adviser to Bidco Tel: +44 (0) 20 7311
1000
David Elms
Financial Dynamics Tel: +44 (0) 20 7831
3113
Charles Palmer
Tinopolis Tel: +44 (0) 15 5488
0880
Ron Jones / Arwel Rees
Investec, financial adviser and nominated adviser to Tel: +44 (0) 20 7597
Tinopolis 5970
Martin Smith
22. Further information
Your attention is drawn to the further information in the Appendices which form
part of this announcement.
Appendix I sets out Conditions and certain further terms of the Acquisition.
Appendix II sets out the sources of information and basis of calculations used
in this announcement.
Appendix III contains the definitions of terms used in this announcement.
The Scheme Document, containing further details of the Acquisition (including
notices of a Court Meeting and a General Meeting) together with Forms of Proxy,
will be posted to Tinopolis Shareholders and, for information only, to
participants in the Tinopolis Share Schemes and the holders of the Warrant as
soon as practicable and in any event within 28 days of this announcement, unless
otherwise agreed with the Panel.
The directors of Bidco and the investment committee of Vitruvian Partners (all
of whose names will be set out in the Scheme Document) accept responsibility for
the information contained in this announcement save for the information for
which the investment committee of Vitruvian Partners alone accepts
responsibility, as set out below and the information for which the directors of
Tinopolis or the Independent Director accept responsibility, as set out below.
To the best of the knowledge and belief of the directors of Bidco and the
investment committee of Vitruvian Partners (who have taken all reasonable care
to ensure that such is the case), such information for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.
The investment committee of Vitruvian Partners (all of whose names will be set
out in the Scheme Document) accepts responsibility for the information relating
to Vitruvian Partners and the Vitruvian Fund. To the best of the knowledge and
belief of the investment committee of Vitruvian Partners (who have taken all
reasonable care to ensure that such is the case), such information for which
they are responsible is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The directors of Tinopolis (all of whose names will be set out in the Scheme
Document) accept responsibility for the information contained in this
announcement relating to Tinopolis, the Tinopolis Group and themselves and their
immediate families, related trusts and connected persons. To the best of the
knowledge and belief of the directors of Tinopolis (who have taken all
reasonable care to ensure that such is the case), such information for which
they are responsible is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The Independent Director accepts responsibility for his recommendation of the
Acquisition contained in this announcement. To the best of the knowledge and
belief of the Independent Director (who has taken all reasonable care to ensure
that such is the case), such information for which he is responsible is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated
by the Financial Services Authority for investment business activities, is
acting for Bidco as financial adviser in relation to the potential Acquisition
and is not acting for any other person in relation to the potential Acquisition.
KPMG Corporate Finance will not be responsible to anyone other than Bidco for
providing the protections afforded to its clients or for providing advice in
relation to the contents of this announcement or any offer or arrangements
referred to herein.
Investec which is authorised and regulated by the Financial Services Authority
is acting exclusively for Tinopolis and no-one else as financial adviser in
relation to the potential Acquisition. Investec will not be responsible to
anyone other than Tinopolis for providing the protections afforded to its
clients or for providing advice in relation to the contents of this announcement
or any offer or arrangements referred to herein.
The availability of the Acquisition or the distribution of this announcement to
persons who are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are located. Persons who are not
resident in the United Kingdom should inform themselves of, and observe, any
applicable requirements. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
The Acquisition will not be made available, directly or indirectly, in or into
the United States or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile or other electronic transmission,
telex or telephone) of inter-state or foreign commerce of, or any facility of, a
national, state or other securities exchange of, the United States, nor will it
be made available directly or indirectly in or into Canada, Australia or Japan
and no person may vote in favour of the Acquisition by any such use, means,
instrumentality or facility or from within the United States, Canada, Australia
or Japan or any other such jurisdiction if to do so would constitute a violation
of the relevant laws of such jurisdiction. Accordingly, copies of this
announcement, the Scheme Document and the Forms of Proxy are not being, will not
be and must not be mailed or otherwise forwarded, distributed or sent in, into
or from the United States, Canada, Australia or Japan or any other such
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction and persons receiving this press announcement, the Scheme
Document and the Forms of Proxy (including without limitation custodians,
nominees and trustees) must not mail, forward, distribute or send them in, into
or from the United States, Canada, Australia or Japan or any other such
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction
The Acquisition will be subject to the applicable rules and regulations of the
London Stock Exchange and the City Code.
Cautionary note regarding forward looking statements
This document contains certain forward-looking statements with respect to the
financial condition, results of operations and business of Tinopolis, the
Acquisition and certain plans and objectives of the boards of Tinopolis and
Bidco with respect thereto. 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 boards of Tinopolis and
Bidco in light of their experience and their perception of historical trends,
current conditions, expected future developments and other factors they believe
appropriate. 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 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. Although Tinopolis and Bidco believe that the
expectations reflected in such forward-looking statements are reasonable,
Tinopolis and Bidco can give no assurance that such expectations will prove to
have been correct and Tinopolis and Bidco therefore caution you not to place
undue reliance on these forward-looking statements which speak only as at the
date of this document.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code if any person is, or becomes,
''interested'' (directly or indirectly) in one per cent. or more of any class of
''relevant securities'' of Tinopolis, all ''dealings'' in any ''relevant
securities'' of Tinopolis (including by means of an option in respect of, or a
derivative referenced to, any such ''relevant securities'') must be publicly
disclosed by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant transaction. This requirement will continue until the
date on which an offer becomes, or is declared, unconditional as to acceptances,
lapses or is otherwise withdrawn or on which the ''offer period'' otherwise
ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an ''interest'' in
''relevant securities'' of Tinopolis, they will be deemed to be a single person
for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all ''dealings'' in
''relevant securities'' of Tinopolis by Bidco, or by any of their respective
''associates'', must be disclosed by no later than 12.00 noon (London time) on
the business day following the date of the relevant transaction. A disclosure
table, giving details of the companies in whose ''relevant securities''
''dealings'' should be disclosed, and the number of such securities in issue,
can be found on the Panel website at www.thetakeoverpanel.org.uk.
''Interests in securities'' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an ''interest'' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotations marks are defined in the City Code, which can also be found
on the Panel's website at www.thetakeoverpanel.org.uk. If you are in any doubt
as to the application of Rule 8 to you or whether or not you are required to
disclose a ''dealing'' under Rule 8, you should consult the Panel.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the City Code, the Company confirms that it has
95,465,888 Tinopolis Shares of 2 pence each in issue (excluding Tinopolis Shares
held in treasury) and admitted to trading on AIM under the ISIN code
GB0009365692.
APPENDIX I
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION
Part A: The Conditions
1. The Acquisition will, if it is implemented by way of the Scheme, be
conditional upon the Scheme becoming unconditional and becoming effective,
subject to the City Code, by not later than 16 September 2008 or such later date
(if any) as Bidco and Tinopolis may, with the consent of the Panel, agree and
(if required) the Court may allow.
The Scheme will be conditional upon:
(i) the approval of the Scheme by a majority in number representing
three-fourths or more in value of the Scheme Shareholders present and voting,
either in person or by proxy, at the Court Meeting (or at any adjournment
thereof);
(ii) the special resolution in connection with and required to approve and
implement the Scheme and the Capital Reduction and set out in the notice of the
General Meeting being duly passed by the requisite majority at the General
Meeting (or at any adjournment thereof);
(iii) the ordinary resolution in connection with and required to approve and
implement the arrangements between the Executive Managers and Bidco set out in
the notice of the General Meeting being duly passed by the requisite majority at
the General Meeting (or at any adjournment thereof);
(iv) the sanction of the Scheme (with or without modification, on terms agreed
by Bidco and Tinopolis) and the confirmation of the Capital Reduction by the
Court and office copies of the Court Orders and the minute of such reduction
attached thereto being delivered for registration to the Registrar and, in
relation to the Capital Reduction, being registered by the Registrar.
2 In addition, Tinopolis and Bidco have agreed that, subject as stated in Part B
below, application to the Court to sanction the Scheme and to confirm the
Capital Reduction will not be made unless conditions 1(i) to (iii) inclusive
above have been fulfilled and unless immediately prior to the hearing of the
petition to sanction the Scheme the following conditions (as amended if
appropriate) are satisfied or waived as referred to below:
(a) no Third Party having intervened and there not continuing to be outstanding
any statute, regulation, notice, decision or order of any Third Party in each
case which would or might reasonably be expected to:
(i) make the Acquisition, its implementation or the acquisition or the proposed
acquisition by Bidco or any member of the Wider Bidco Group of any shares or
other securities in, or control or management of, Tinopolis or any member of the
Wider Tinopolis Group void, illegal or unenforceable in any jurisdiction, or
otherwise directly or indirectly restrain, prevent, prohibit, restrict, delay or
otherwise materially interfere with the same or impose additional conditions or
obligations with respect to the Acquisition or such acquisition, or otherwise
impede, challenge or interfere with the Acquisition or such acquisition, or
require material amendment to the terms of the Acquisition or the acquisition or
proposed acquisition of any Tinopolis Shares or the acquisition of control or
management of Tinopolis or any member of the Wider Tinopolis Group by Bidco or
any member of the Wider Bidco Group;
(ii) materially limit or delay the ability of any member of the Wider Bidco
Group or any member of the Wider Tinopolis Group to acquire or to hold or to
exercise effectively, directly or indirectly, 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 Tinopolis Group or
any member of the Wider Bidco Group;
(iii) require, prevent or materially delay any divestiture or alter the terms
envisaged for any proposed divestiture by any member of the Wider Bidco Group of
any shares or other securities in Tinopolis or any member of the Wider Tinopolis
Group (in any case to an extent which is material in the context of the Wider
Bidco Group or the Wider Tinopolis Group, as the case may be, taken as a whole);
(iv) require, prevent or materially delay any divestiture or alter the terms
envisaged for any proposed divestiture by any member of the Wider Bidco Group or
by any member of the Wider Tinopolis Group of all or any part of their
respective businesses, assets or properties or limit the ability of any of them
to conduct all or any part of their respective businesses or to own or control
any of their respective assets or properties or any part thereof (in any case to
an extent which is material in the context of the Wider Bidco Group or the Wider
Tinopolis Group, as the case may be, taken as a whole);
(v) other than in connection with the implementation of the Acquisition, require
any member of the Wider Bidco Group or of the Wider Tinopolis Group to subscribe
for or acquire, or to offer to subscribe for or acquire, any shares or other
securities (or the equivalent) or interest in any member of the Wider Tinopolis
Group or the Wider Bidco Group;
(vi) materially limit the ability of any member of the Wider Bidco Group or of
the Wider Tinopolis Group to integrate or co-ordinate its business, or any part
of it, with the businesses or any part of the businesses of any other member of
the Wider Bidco Group and/or of the Wider Tinopolis Group;
(vii) result in any member of the Wider Bidco Group or the Wider Tinopolis Group
ceasing to be able to carry on business under any name under which it presently
does so (in any case to an extent which is material in the context of the Wider
Bidco Group or the Wider Tinopolis Group, as the case may be, taken as a whole);
or
(viii) otherwise adversely affect the business, assets, profits, financial or
trading position or prospects of any member of the Wider Bidco Group to a
material extent, or, of the Wider Tinopolis Group, taken as a whole, to a
material extent;
and all applicable waiting and other time periods during which any Third Party
could intervene under the laws of any relevant jurisdiction having expired,
lapsed or been terminated;
(b) all material notifications, filings and/or applications which are necessary
or are reasonably considered necessary by Bidco having been made, all
appropriate waiting and other time periods (including any extensions of such
waiting and other time periods) under any applicable legislation or regulation
of any relevant jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory or regulatory obligations in any relevant
jurisdiction having been complied with, in each case in connection with the
Acquisition or the acquisition or proposed acquisition of any shares or other
securities in, or control of, Tinopolis or any other member of the Wider
Tinopolis Group by any member of the Wider Bidco Group or the carrying on by any
member of the Wider Tinopolis Group of its business;
(c) all Authorisations which are necessary or are reasonably considered
appropriate by Bidco in any relevant jurisdiction for or in respect of the
Acquisition or the acquisition or proposed acquisition of any shares or other
securities in, or control or management of, Tinopolis or any other member of the
Wider Tinopolis Group by Bidco or any member of the Wider Bidco Group or the
carrying on by any member of the Wider Tinopolis Group of its business having
been obtained, in terms and in a form satisfactory to Bidco, acting reasonably,
from all appropriate Third Parties or from any persons or bodies with whom any
member of the Wider Bidco Group or any member of the Wider Tinopolis Group has
entered into contractual arrangements and such Authorisations together with all
authorisations necessary or appropriate for any member of the Wider Tinopolis
Group to carry on its business remaining in full force and effect, in each case
where the absence of such Authorisation would have a material adverse effect on
the Wider Tinopolis Group or the Wider Bidco Group taken as a whole and there
being no notice or other intimation of any intention to revoke, suspend,
restrict, modify or not to renew any of the same having been made and all
necessary statutory or regulatory obligations in any relevant jurisdiction
having been complied with;
(d) save as Disclosed, there being no provision of any arrangement, agreement,
lease, licence, permit, franchise or other instrument to which any member of the
Wider Tinopolis Group is a party, or by or to which any such member or any of
its assets is or are or may be bound, entitled or subject, or any circumstance,
which, in each case as a consequence of the Acquisition or the acquisition or
proposed acquisition of any shares or other securities in, or control or
management of, Tinopolis or any other member of the Wider Tinopolis Group by any
member of the Wider Bidco Group or otherwise, could or might reasonably be
expected to result in, in any case to an extent which is or would be material in
the context of the Wider Tinopolis Group taken as a whole:
(i) any monies borrowed by or any other indebtedness or liabilities (actual or
contingent) of, or any grant available to, any member of the Wider Tinopolis
Group being or becoming repayable or capable of being declared repayable
immediately or prior to its stated repayment date or the ability of any member
of the Wider Tinopolis Group to borrow monies or incur any indebtedness being
withdrawn or inhibited or becoming capable of being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property, assets or
interests of any member of the Wider Tinopolis Group or any such mortgage,
charge or other security interest (wherever and whenever created, arising or
having arisen) becoming enforceable;
(iii) any such arrangement, agreement, lease, licence, permit, franchise or
instrument, or the rights, liabilities, obligations or interests of any member
of the Wider Tinopolis Group thereunder, being, or becoming capable of being,
terminated or adversely modified or affected or any adverse action being taken
or arising thereunder or any onerous obligation or liability arising thereunder;
(iv) any asset or interest of any member of the Wider Tinopolis Group or any
asset the use of which is enjoyed by any member of the Wider Tinopolis Group
being or falling to be disposed of or charged or ceasing to be available to any
member of the Wider Tinopolis Group or any right arising under which any such
asset or interest could be required to be disposed of or charged or could cease
to be available to any member of the Wider Tinopolis Group otherwise than in the
ordinary course of business;
(v) any member of the Wider Tinopolis Group ceasing to be able to carry on
business under any name under which it presently does so;
(vi) the creation or assumption of any liabilities (actual or contingent) by any
member of the Wider Tinopolis Group other than in the ordinary course of
business;
(vii) the rights, liabilities, obligations or interests of any member of the
Wider Tinopolis Group under any such arrangement, agreement, lease, licence,
permit, franchise or other instrument or the interests or business of any such
member in or with any other person, firm, company or body (or any agreements or
arrangements relating to any such interests or business) being terminated,
adversely modified or affected;
(viii) the financial or trading position or the prospects or the value of any
member of the Wider Tinopolis Group being prejudiced or adversely affected in
any manner; or
(ix) any member of the Wider Tinopolis Group being required to acquire or repay
any shares in and/or indebtedness of any member of the Wider Tinopolis Group
owned by or owed to any third party;
and no event having occurred which, under any provision of any such arrangement,
agreement, lease, licence, permit, franchise or other instrument to which any
member of the Wider Tinopolis Group is a party, or by or to which any such
member or any of its assets may be found entitled or subject, could result in
any of the events or circumstances which are referred to in paragraphs (i) to
(ix) of this condition (d) in any case to an extent which is or would be
material in the context of the Wider Tinopolis Group as a whole;
(e) save as Disclosed, no member of the Wider Tinopolis Group having since 30
September 2007, being the date to which the last published audited report and
accounts of Tinopolis were made up:
(i) issued or agreed to issue, or authorised the issue of, additional shares or
securities of any class, or securities convertible into or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such shares or
convertible securities save for the issue of up to 4,062,801 Tinopolis Shares
pursuant to the Tinopolis Share Schemes and/or the Warrant and/or the issue of
up to #100,000 (at market value) of Tinopolis Shares pursuant to Tinopolis'
obligations under the APP Sale and Purchase Agreement;
(ii) purchased or redeemed or repaid or proposed the purchase, redemption or
repayment of any of its own shares or other securities (or the equivalent) or
reduced or made or authorised any other change to any part of its share capital
other than pursuant to the implementation of the Acquisition;
(iii) recommended, declared, paid or made or proposed to recommend, declare, pay
or make any bonus issue in respect of shares, dividend or other distribution,
whether payable in cash or otherwise;
(iv) except as between Tinopolis and any of its wholly owned subsidiaries or
between such subsidiaries, made, authorised, proposed or announced an intention
to make, propose or authorise any change in its loan capital;
(v) merged with, demerged or acquired any body corporate, partnership or
business or acquired or disposed of or (other than in the ordinary course of
business) transferred, mortgaged or charged or created any security interest
over any material assets or any right, title or interest in any material assets
(including shares in any undertaking and trade investments) or authorised,
proposed or announced the same;
(vi) issued or authorised the issue of, or made any change in or to, any
debentures or, other than trade credit incurred in the ordinary course of
business, incurred or increased any indebtedness or liability (actual or
contingent) which in any case is material in the context of the Wider Tinopolis
Group taken as a whole;
(vii) entered into, varied, authorised or announced its intention to enter into
or vary any agreement, transaction, arrangement or commitment (whether in
respect of capital expenditure or otherwise) which:
(A) is of a long term, onerous or unusual nature or magnitude or which is or
could involve an obligation of such nature or magnitude;
(B) restricts or could restrict the business of any member of the Wider
Tinopolis Group; or
(C) is other than in the ordinary course of business,
and which in any case is material in the context of the Wider Tinopolis Group
taken as a whole;
(viii) entered into, implemented, effected or authorised any merger, demerger,
reconstruction, amalgamation, scheme, commitment or other transaction or
arrangement in respect of itself or another member of the Wider Tinopolis Group;
(ix) entered into or varied or made an offer (which remains open for acceptance)
to vary the terms of any contract, agreement, commitment or arrangement with,
any of the directors or senior executives of any member of the Wider Tinopolis
Group or changed or entered into any commitment to change the terms of any of
the Tinopolis Share Schemes;
(x) taken any corporate action or had any step, application, filing in court,
notice or legal proceedings started, served, instituted or threatened against it
or petition presented or order made for its winding-up (voluntarily or
otherwise), dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer of all or any
material part of its assets and revenues or any analogous proceedings in any
jurisdiction which in any case is material in the context of the Wider Tinopolis
group taken as a whole;
(xi) been unable, or admitted in writing that it is unable, to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or having entered into or taken steps to enter into a
moratorium, composition, compromise or arrangement with its creditors in respect
of its debts or ceased or threatened to cease carrying on all or a substantial
part of its business;
(xii) waived, settled or compromised any claim to an extent which is material in
the context of the Wider Tinopolis Group taken as a whole;
(xiii) terminated or varied the terms of any agreement or arrangement between
any member of the Tinopolis Group and any other person in a manner which would
or might reasonably be expected to have a material adverse effect on the
financial position or prospects of the Tinopolis Group;
(xiv) made any alteration to its memorandum or articles of association or other
incorporation documents save as required to implement the Acquisition;
(xv) put in place any pension schemes for its directors, employees or their
dependants or made or agreed or consented to any change to:
(A) the terms of the trust deeds constituting the pension schemes (if any)
established for its directors, employees or their dependants; or
(B) the benefits which accrue, or to the pensions which are payable, thereunder;
or
(C) the basis on which qualification for, or accrual or entitlement to, such
benefits or pensions are calculated or determined; or
(D) the basis upon which the liabilities (including pensions) of such pension
schemes are funded or made,
or agreed or consented to any change to the trustees including the appointment
of a trust corporation;
(xvi) 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 person employed by the Wider Tinopolis Group in
a manner which is material in the context of the Wider Tinopolis Group taken as
a whole; or
(xvii) entered into any contract, agreement, commitment or arrangement or passed
any resolution or made any offer (which remains open for acceptance) or proposed
or announced any intention with respect to any of the transactions, matters or
events referred to in this condition (e);
(f) since 30 September 2007, save as Disclosed:
(i) no adverse change or deterioration having occurred in the business, assets,
financial or trading position or profits or prospects of any member of the Wider
Tinopolis Group which in any case is material in the context of the Wider
Tinopolis Group taken as a whole;
(ii) no contingent or other liability of any member of the Wider Tinopolis Group
having arisen or become apparent to Bidco or increased which in any case is
material in the context of the Wider Tinopolis Group taken as a whole;
(iii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Tinopolis Group is or may become a
party (whether as plaintiff, defendant or otherwise) having been threatened,
announced, implemented or instituted by or against or remaining outstanding
against or in respect of any member of the Wider Tinopolis Group which in any
case is material in the context of the Wider Tinopolis Group taken as a whole;
(iv) no enquiry or investigation by, or complaint or reference to, any Third
Party having been threatened, announced, implemented, instituted by or against
or remaining outstanding against or in respect of any member of the Wider
Tinopolis Group which in any case is material in the context of the Wider
Tinopolis Group taken as a whole;
(v) no claim being made and no circumstance having arisen which might lead to a
claim being made under the insurance of any member of the Wider Tinopolis Group
where such claim would not be covered by such insurance and where such claim is
material in the context of the Wider Tinopolis Group taken as a whole; and
(vi) no steps having been taken which are likely to result in the withdrawal
(without replacement), cancellation or termination of any licence, permit or
consent held by any member of the Wider Tinopolis Group which is necessary for
the carrying on by such member of its business and which is material in the
context of the Wider Tinopolis Group;
(g) Bidco not having discovered (other than to the extent Disclosed):
(i) that any financial or business or other information concerning the Wider
Tinopolis Group disclosed at any time by or on behalf of any member of the Wider
Tinopolis Group, whether publicly, to any member of the Wider Bidco Group or
otherwise, is materially misleading or contains any material misrepresentation
of fact or omits to state a fact necessary to make any information contained
therein not materially misleading;
(ii) that any member of the Wider Tinopolis Group is subject to any liability
(actual or contingent) which is material in the context of the Wider Tinopolis
Group taken as a whole; or
(iii) any information which affects the import of any information disclosed to
Bidco at any time by or on behalf of any member of the Wider Tinopolis Group to
an extent which is material in the context of the Wider Tinopolis Group taken as
a whole;
(h) Save as Disclosed, Bidco not having discovered that:
(i) any past or present member of the Wider Tinopolis Group has failed to comply
with any applicable legislation, regulations or common law of any jurisdiction
or any notice, order or requirement of any Third Party with regard to the use,
treatment, handling, storage, transport, release, disposal, discharge, presence,
spillage, leak or emission of any waste or hazardous or harmful substance or any
substance likely to impair the environment or harm human or animal health, or
otherwise relating to environmental matters or the health and safety of any
person, or that there has otherwise been any such use, treatment, handling,
storage, transport, release, disposal, discharge, presence, spillage, leak or
emission (whether or not the same constituted non-compliance by any person with
any legislation, regulations or law and wherever the same may have taken place)
which, in any case, would be likely to give rise to any liability (whether
actual or contingent) or cost on the part of any member of the Wider Tinopolis
Group which in any case is material in the context of the Wider Tinopolis Group
taken as a whole;
(ii) there is, or is likely to be, any obligation or liability, whether actual
or contingent, to make good, repair, reinstate, remedy or clean up any property
now or previously owned, occupied, operated or made use of or controlled by any
past or present member of the Wider Tinopolis Group or any other property or
controlled waters under any environmental legislation, regulation, common law,
notice, circular, order or other lawful requirement of any relevant authority or
Third Party in any jurisdiction or otherwise which in any case is material in
the context of the Wider Tinopolis Group taken as a whole; or
(iii) circumstances exist whereby a person or class of persons would be likely
to have a claim against a member of the Wider Tinopolis Group in respect of any
production used therein now or previously sold or carried out by any past or
present member of the Wider Tinopolis Group which is or would be material in the
context of the Wider Tinopolis Group taken as a whole.
For the purpose of these conditions:
(a) "Third Party" means any government, government department or governmental,
quasi-governmental, supranational, statutory, regulatory, environmental or
investigative body or association, institution or agency (including, without
limitation, any trade agency) or authority (including, without limitation, any
anti-trust or merger control authority), any court or professional or
environmental body or any other person or body whatsoever in any relevant
jurisdiction;
(b) a Third Party shall be regarded as having "intervened" if it has taken,
instituted, implemented or threatened any action, proceeding, suit,
investigation, enquiry or reference or made, proposed or enacted any statute,
regulation, decision, notice or order or taken any measures or other steps or
required any action to be taken or information to be provided or otherwise
having done anything and "intervene" shall be construed accordingly; and
(c) "Authorisations" means authorisations, orders, grants, recognitions,
determinations, certificates, confirmations, consents, licences, clearances,
provisions, permissions and approvals.
Part B: Waiver of Conditions and further terms of the Acquisition
Subject to the requirements of the Panel, Bidco reserves the right to waive all
or any of the above Conditions, in whole or in part, except Condition 1. Bidco
shall be under no obligation to waive (if capable of waiver), to determine to be
or remain satisfied or to treat as fulfilled any of conditions 2(a) to (h)
(inclusive) by a date earlier than the date specified in paragraph 1 of Part A
of this Appendix I for the fulfillment thereof.
Bidco reserves the right to elect to implement the Acquisition by way of a
takeover offer (subject to the Panel's consent). In such event, such offer will
be implemented on the same terms and conditions (subject to appropriate
amendments, including (without limitation) an acceptance condition set at ninety
per cent. (or such lower percentage (being more than fifty per cent.) as Bidco
may decide (subject to the Panel's consent)) of the shares to which such offer
relates), so far as applicable, as those which would apply to the Scheme.
If the Panel requires Bidco to make an offer or offers for any Tinopolis Shares
under the provisions of Rule 9 of the City Code, Bidco may make such alterations
to the conditions of the Acquisition, including to Condition 1, as are necessary
to comply with the provisions of that Rule.
The Acquisition will lapse and the Scheme will not proceed (unless the Panel
otherwise consents) if the European Commission initiates proceedings under
Article 6(1)(c) of the Regulation or the Acquisition or any matter arising from
or relating to the Acquisition is referred to the Competition Commission before
the date of the Court Meeting.
The Acquisition will be on the terms and will be subject, inter alia, to the
conditions which are set out in Part A of this Appendix I and those terms which
will be set out in the formal Scheme Document and related Forms of Proxy and
such further terms as may be required to comply with the AIM Rules of the London
Stock Exchange and the provisions of the City Code.
The Acquisition and the Scheme will be governed by English law and will be
subject to the jurisdiction of the English courts.
The availability of the Acquisition to persons 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.
APPENDIX II
BASES AND SOURCES OF INFORMATION
In this announcement:
(a) the value placed by the Acquisition on the entire issued and to be issued
share capital of Tinopolis (approximately #44.7 million) is based on 99,403,738
Tinopolis Shares in issue and/or to be issued on 8 May 2008, the last business
day prior to the date of this Announcement;
(b) the Closing Price of the Tinopolis Shares referred to in this document
represents the closing middle market price for Tinopolis Shares on the relevant
date is derived from the Official List of the London Stock Exchange;
(c) the six month average share price for Tinopolis Shares has been
calculated using the closing middle market prices for Tinopolis Shares on the
relevant dates as derived from Datastream;
(d) unless otherwise stated, the financial information relating to Tinopolis
is extracted from the Annual Report and Accounts of Tinopolis for the year ended
30 September 2007;
(e) references to the entire issued and to be issued share capital of
Tinopolis exclude Tinopolis Shares held in treasury and, in relation to
paragraph (a) above, also exclude any shares required to be issued by Tinopolis
pursuant to the terms of the APP Sale and Purchase Agreement.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise.
"Acquisition" the proposed acquisition of Tinopolis by Bidco by means of
the Scheme (or, should Bidco so elect, by means of the
Offer) on the terms and subject to the conditions and
further terms set out in this announcement and to be set
out in the Scheme Document (or the Offer Document (as the
case may be)) and where the context admits, any subsequent
revision, variation, extension or renewal thereof and
together with all other related matters to be considered at
the Court Meeting and General Meeting;
"Act" or "Companies the Companies Act 2006 (as in force from time to time);
Act 2006"
"AIM" the AIM market of the London Stock Exchange;
"AIM Rules" the rules for AIM companies and their nominated advisers
published from time to time by the London Stock Exchange;
"APP Sale and the Sale and Purchase Agreement dated 22 June 2007,
Purchase Agreement" pursuant to which Tinopolis bought the entire issued share
capital of APP Broadcast Limited;
"associate" shall be construed in accordance with section 988(1) of the
Companies Act 2006;
"Bidco" Red Dragon Acquisitions Limited;
"Bidco Group" Luxco and its subsidiaries and subsidiary undertakings and,
where the context permits, each of them;
"Bidco Ordinary ordinary shares of #0.000001 each in the capital of Bidco;
Shares"
"board" the board of directors of a company;
"business day" a day which is not a Saturday, Sunday or public holiday in
England;
"Capital Reduction" any reduction of Tinopolis' share capital associated with
the cancellation and extinguishing of the Tinopolis Shares
provided for by the Scheme under section 137 of the
Companies Act 1985;
"City Code" the City Code on Takeovers and Mergers;
"Closing Price" the closing middle-marked quotation of a Tinopolis Share as
derived from the Official List;
"Conditions" the conditions to the implementation of the Acquisition
(including the Scheme) which are set out in Appendix I of
this announcement;
"Court" the High Court of Justice in England and Wales;
"Court Meeting" the meeting or meetings of Scheme Shareholders (other than
the Executive Managers) (and any adjournment thereof) to be
convened pursuant to an order of the Court under Part 26 of
the Companies Act 2006 for the purposes of considering and,
if thought fit, approving the Scheme (with or without
amendment);
"Court Order(s)" the order of the Court sanctioning the Scheme under Part 26
of the Companies Act 2006 and the order of the Court
confirming the Capital Reduction under section 137 of the
Companies Act 1985 respectively or, where the context
requires, either of them;
"Datastream" the financial statistical database provided by Thomson
Financial;
"Disclosed" (i) as disclosed in Tinopolis' annual report and accounts
for the period ended 30 September 2007; or (ii) as publicly
announced by Tinopolis (through a Regulatory Information
Service) prior to the date of this announcement; or (iii)
as otherwise fairly disclosed by or on behalf of Tinopolis
in writing or in meetings with the Executive Managers
attended by Vitruvian Partners and Investec prior to the
date of this announcement to Bidco or any member of the
Bidco Group in the course of negotiations;
"Effective Date" the effective date of the Scheme;
"EMI Plan" the Tinopolis Enterprise Management Incentive Plan adopted
by Tinopolis on 7 February 2005;
"Executive Managers" Ron Jones, Arwel Rees, Jeff Foulser, Angharad Mair, Rhian
Thomas and John Glynog Davies;
"Executive Managers' 4,347,871of the Tinopolis Shares registered in the name of
Shares" and beneficially held by Ron Jones, the 150,000 Tinopolis
Shares registered in the name of and beneficially held by
Arwel Rees, 28,402 of any Tinopolis Shares issued to Arwel
Rees after the date of the Scheme Document and before
6.00pm on the day before the date on which the Reduction
Court Order is made, in respect of which Arwel Rees is, or
shall have agreed in writing to be, bound by the Scheme.
10,000 of the Tinopolis Shares registered in the name of
HSDL Nominees Limited and beneficially owed by Arwel Rees,
146,883 of the Tinopolis Shares registered in the name of
and beneficially held by Jeff Foulser, 55,555 of any
Tinopolis Shares issued to Jeff Foulser after the date of
the Scheme Document and before 6.00pm on the day before the
date on which the Reduction Court Order is made, in respect
of which Jeff Foulser is, or shall have agreed in writing
to be, bound by the Scheme. 1,737,956 of the Tinopolis
Shares registered in the name of and beneficially held by
Angharad Mair, 1,547,118of the Tinopolis Shares registered
in the name of and beneficially held by Rhian Thomas and
1,547,118of the Tinopolis Shares registered in the name of
and beneficially held by John Glynog Davies;
"Financial Services the Financial Services Authority acting in its capacity as
Authority" the competent authority for the purposes of Part VI of the
Financial Services and Markets Act 2000;
"Foulser Award" the award over Tinopolis shares granted to Jeff Foulser by
way of a letter dated 1 March 2006;
"Forms of Proxy" the forms of proxy for use at the Court Meeting and the
General Meeting;
"General Meeting" the general meeting of Tinopolis Shareholders (and any
adjournment thereof) to be convened in connection with the
Scheme;
"Holdco" DMWSL 584 Limited, a company incorporated in England and
Wales with registered number 6475823 and having its
registered office at Royal London House, 22-25 Finsbury
Square, London EC2A 1DX, being the direct holding company
of Bidco;
"Implementation the agreement dated 8 May 2008 between Bidco and Tinopolis
Agreement" relating, among other things, to the implementation of the
Acquisition;
"Independent Rhys Davies;
Director"
"Independent either:
Inconsistent
Transaction"
(a) an offer, scheme, of arrangement, recapitalisation or
other transaction which involves a change of control (as
defined in the City Code) of Tinopolis or any other member
of the Tinopolis Group; or
(b) any arrangement or transaction which involves or
contemplates the transfer of any interest in the whole, or
substantially the whole of the undertaking, assets and/or
business of Tinopolis or any other member of the Tinopolis
Group; or
(c) any other arrangement or transaction or series of the
same which is inconsistent with or an alternative to the
Acquisition,
which is in each case to be made or entered into by or with
a third party which is not acting in concert (as defined in
the City Code) with Bidco;
"Investec" Investec Investment Banking, a division of Investec Bank
(UK) Limited;
"ISIN Code" a UK international securities identification number;
"KPMG Corporate KPMG Corporate Finance, a division of KPMG LLP which is
Finance" authorised and regulated by the Financial Services
Authority for investment business activities;
"Listing Rules" the listing rules of the Financial Services Authority as
amended from time to time and contained in the Financial
Services Authority's publication of the same name;
"London Stock London Stock Exchange plc;
Exchange"
"Luxco" Greece Rouge Dragon SARL a company incorporated in
Luxembourg having its registered office at 174, route de
Longwy, L-P140 Luxembourg and registered with the Register
of Trade and Companies of Luxembourg, being an indirect
holding company of Bidco;
"Management the arrangements with the Executive Managers, as described
Arrangements" in this announcement;
"Offer" should Bidco elect (with the consent of the Panel) to make
the Acquisition by way of an offer, the recommended cash
offer to be made by Bidco to acquire all of the issued and
to be issued Tinopolis Shares not already owned (or
contracted to be acquired) by Bidco or its associates
(including, where the context so requires, any subsequent
revision, variation, extension or renewal of such offer);
"Offer Document" should Bidco elect to make the Acquisition by way of an
offer, the document containing, amongst other things, the
details of the offer, the terms and conditions of the offer
and certain information about Tinopolis and Bidco to be
sent to Tinopolis Shareholders and others;
"Official List" the daily official list of the Financial Services
Authority;
"Panel" the Panel on Takeovers and Mergers;
"Reduction Court the order of the Court confirming the reduction of share
Order" capital under section 137 of the Companies Act provided for
by the Scheme;
"Registrar" the Registrar of Companies in England and Wales;
"Regulatory means any of the services set out in Appendix 3 to the
Information Service" Listing Rules;
"Scheme" the proposed scheme of arrangement under Part 26 of the
Companies Act 2006 between Tinopolis, the Scheme
Shareholders and the holders of Executive Managers' Shares,
the full terms of which will be set out in the Scheme
Document;
"Scheme Document" the document to be sent to Tinopolis Shareholders
containing and setting out the Scheme and the notices
convening the Court Meeting and the General Meeting;
"Scheme holders of Scheme Shares;
Shareholders"
"Scheme Shares" (i) the Tinopolis Shares in issue at the date of the Scheme
Document;
(ii) any Tinopolis Shares issued after the date of the
Scheme Document and before the Voting Record Time; and
(iii) any Tinopolis Shares issued at or after the Voting
Record Time and before 6:00 p.m. on the day before the date
on which the Reduction Court Order is made confirming the
Capital Reduction, in respect of which the original or any
subsequent holders thereof are, or shall have agreed in
writing to be, bound by the Scheme,
in each case other than the Executive Managers' Shares, and
any Tinopolis Shares held in treasury by Tinopolis;
"subsidiary", have the meanings given by the Companies Act, other than
"subsidiary paragraph 20(1)(b) of Schedule 4A to that Act which shall
undertaking", be excluded for this purpose, and "substantial interest"
"undertaking", means a direct or indirect interest in 20 per cent. or more
"associated of the equity share capital (as defined in that Act) of any
undertaking" and undertaking;
"substantial
interest"
"Tinopolis" or the Tinopolis plc;
"Company"
"Tinopolis Group" Tinopolis and its subsidiaries and subsidiary undertakings
and, where the context permits, each of them;
"Tinopolis the holders of Tinopolis Shares;
Shareholders"
"Tinopolis Shares" the existing issued or unconditionally allotted and fully
paid (or credited as fully paid) ordinary shares of 2 pence
each in the capital of Tinopolis and any further such
shares which are unconditionally allotted or issued fully
paid before the Scheme becomes effective;
"Tinopolis Share all or (where the context permits) any of the EMI Plan, the
Schemes" Unapproved Plan and the Foulser Award;
"Unapproved Plan" the Tinopolis Unapproved Share Option Plan adopted by
Tinopolis on 7 February 2005;
"UK" or "United the United Kingdom of Great Britain and Northern Ireland;
Kingdom"
"Voting Record Time" 6:00 p.m. on the day which is two days before the date of
the Court Meeting or, if such Court Meeting is adjourned,
6:00 p.m. on the day which is two days before the day of
such adjourned meeting;
"Vitruvian Fund" the Vitruvian Investment Partnership I fund, investment
partnerships advised by Vitruvian Partners;
"Vitruvian Partners" Vitruvian Partners LLP;
"Warrant" the right to subscribe for 48,780 Tinopolis Shares pursuant
to a warrant instrument executed by Tinopolis and dated 19
October 2005;
"Wider Bidco Group" Luxco and its subsidiaries, subsidiary undertakings,
associated undertakings and any other undertaking or joint
venture or firm or partnership or company in which Luxco
and/or such subsidiaries or undertakings (aggregating their
interests) have a substantial interest; and
"Wider Tinopolis Tinopolis and its subsidiaries, subsidiary undertakings,
Group" associated undertakings and any other undertaking or joint
venture or firm or partnership or company in which
Tinopolis and/or such subsidiaries or undertakings
(aggregating their interests) have a substantial interest.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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