Offer unconditional / cancellation of All IPO


 

TIDMAFN TIDMALP 
 
RNS Number : 1062W 
ADVFN PLC 
22 July 2009 
 

 
 
 
 
 
 
 
 
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR 
IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN 
OR THE REPUBLIC OF SOUTH AFRICA, OR ANY JURISDICTION WHERE TO DO THE SAME WOULD 
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
 
 
 22 JULY 2009 - For immediate release 
 
 
 
 
RECOMMENDED OFFER 
 BY 
ADVFN PLC ("ADVFN") 
FOR THE ENTIRE ISSUED AND TO BE ISSUED ORDINARY SHARE CAPITAL OF 
ALL IPO PLC ("ALL IPO") 
 
 
OFFER UNCONDITIONAL IN ALL RESPECTS 
PROPOSED CANCELLATION OF AIM LISTING OF ALL IPO 
On 25 June 2009 ADVFN announced the terms of a recommended offer for the entire 
issued and to be issued share capital of ALL IPO (the "Offer"). The document 
setting out the full terms and conditions of the Offer (the "Offer Document") 
was posted to ALL IPO shareholders on 26 June 2009. 
 
 
On 17 July 2009 ADVFN announced that, following the First Closing Date, the 
Offer had been declared unconditional as to acceptances. 
 
 
The ADVFN Independent Directors are pleased to announce that all other 
conditions of the Offer, including approval by the FSA of the Acquisition and 
the Admission of the New ADVFN Shares to trading on AIM (further details of 
which is set out below), have now been satisfied and accordingly the Offer is 
hereby declared unconditional in all respects. 
 
 
Further acceptances 
 
 
As at 1.00 p.m. on 22 July 2009, valid acceptances of the Offer had been 
received in respect of 13,790,141 ALL IPO Shares, representing approximately 
45.44 per cent of the issued share capital of ALL IPO, including acceptances for 
the Cash Alternative in respect of 1,160,576 ALL IPO Shares, representing 
approximately 3.82 per cent of the issued share capital of ALL IPO. 
 
 
This total includes valid acceptances in respect of 5,941,922 ALL IPO Shares, 
representing approximately 19.58 per cent of the issued share capital of ALL IPO 
for which ADVFN had received letters of intent to accept the Offer and not the 
Cash Alternative. Such letters of intent represent all of those received by 
ADVFN as set out in the Offer Document and were received from the ALL IPO 
Independent Directors and from parties acting in concert with ADVFN, being the 
ADVFN Directors and On-line Plc. 
 
 
In addition to the acceptances referred to above, ADVFN holds 11,250,000 ALL IPO 
Shares, representing approximately 37.07 per cent of the issued share capital of 
ALL IPO. 
 
 
Accordingly, as at 1.00 PM on 22 July 2009, ADVFN either owned or had received 
valid acceptances in respect of 25,040,141 ALL IPO Shares, representing 
approximately 82.52 per cent of the issued share capital of ALL IPO. 
 
 
Admission to trading on AIM 
 
 
As at 1.00 p.m. on 22 July 2009 valid acceptances of the Offer in respect of 
12,629,565 ALL IPO Shares (being the total number of acceptances less those 
subject to election for the Cash Alternative) had been received which will 
result in the issue of 5,683,304 New ADVFN Shares. Application has been made for 
the 5,683,304 New ADVFN Shares to be traded on AIM and admission has been 
granted subject to allotment. It is expected that the New ADVFN Shares will 
commence trading on 23 July 2009. 
 
 
Following the issue of these New ADVFN Shares, there will be 621,252,205 ADVFN 
Shares in issue, each carrying one voting right. ADVFN holds none of its own 
shares in treasury. 
 
 
Proposals to ALL IPO Optionholders 
 
 
Proposals were despatched to holders of ALL IPO Options giving them the 
alternatives of (i) exercising their ALL IPO Share Options and accepting the 
Offer, and (ii) agreeing to cancel existing ALL IPO Share Options in exchange 
for comparable options over ADVFN Shares. 
 
 
All holders of ALL IPO Options have now responded to the proposals and elected 
to cancel their existing ALL IPO Share Options in favour of new ADVFN options. 
As a result, options over 2,190,162 ADVFN Shares exercisable at 3.056 pence per 
ADVFN Share will be granted to the holders of ALL IPO Share Options on terms 
comparable to those on which the current ALL IPO Share Options are held. 
 
 
Accordingly, there will be outstanding options granted over a total of 
36,492,672 ADVFN Shares exercisable at prices between 1.25 pence and 4.75 pence 
per ADVFN Share. All such options are subject to the rules of ADVFN's unapproved 
share option scheme. 
 
 
 
 
Extension of the Offer and the Cash Alternative 
As announced on 17 July 2009, the Offer and the Cash Alternative, which 
remain subject to the terms and conditions set out in the Offer Document, have 
been extended and will remain open for acceptance until further notice. ADVFN 
will give not less than 14 days' notice in writing to ALL IPO Shareholders who 
have not accepted the Offer that the Offer will be open for such period before 
closing it. 
Acceptance of the Offer 
ALL IPO Shareholders who have not yet accepted the Offer and who hold ALL IPO 
Shares in certificated form (that is, not in CREST) are encouraged to complete, 
sign and return the Form of Acceptance, together with share certificates and/or 
other documents of title, by hand (during normal business hours only) or by post 
to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, 
Beckenham, Kent BR3 4TU as soon as possible. 
ALL IPO Shareholders who hold ALL IPO Shares in uncertificated form (that is, in 
CREST) are encouraged to accept the Offer electronically through CREST in 
accordance with the instructions in the Offer Document so that the TTE 
Instruction settles as soon as possible. 
Full details of how to accept the Offer and the Cash Alternative in respect of 
certificated and uncertificated ALL IPO Shares are set out in the Offer Document 
and, in the case of certificated ALL IPO Shares, the accompanying Form of 
Acceptance. Additional Forms of Acceptance are available whilst the Offer 
remains open from Capita Registrars, by post or in person (during normal 
business hours) from Capita Registrars, Corporate Actions, The Registry, 34 
Beckenham Road, Beckenham, Kent BR3 4TU or by telephone between 9.00 AM and 5.00 
PM Monday to Friday (except UK public holidays) 0871 664 0321 or, if calling 
from outside the UK, on +44 20 8639 3399. Calls to the 0871 664 0321 number will 
be charged at 10 pence per minute (including VAT) plus the service provider's 
network extras. Calls to the helpline from outside the UK will be charged at 
applicable international rates. 
 
 
 
 
Settlement 
 
 
Settlement will be effected on or before 5 August 2009 for ALL IPO Shareholders 
who have validly accepted the Offer. 
 
 
Settlement for ALL IPO Shareholders who validly accept the Offer hereafter will 
be effected within 14 calendar days of receipt of their valid acceptance. 
 
 
Compulsory acquisition and cancellation of trading 
 
 
Having acquired ALL IPO Shares which (aggregated with the ALL IPO Shares it 
already owned) carry in excess of 75 per cent of the votes attaching to the 
ordinary share capital of ALL IPO, ADVFN confirms that it will procure the 
making of an application by ALL IPO to the London Stock Exchange plc for the 
cancellation of the admission of ALL IPO Shares to trading on AIM. Such 
application will be made not earlier than 19 August 2009 being 20 business days 
from the date hereof. 
 
 
ADVFN confirms that, provided sufficient valid acceptances of the Offer are 
received, it intends to exercise its rights pursuant to the provisions of 
sections 974-991 (inclusive) of the Companies Act 2006 to acquire compulsorily 
the remaining ALL IPO Shares on the same terms as the Offer. Further information 
will be made available at the appropriate time if this is the case. 
General 
Save as disclosed above, neither ADVFN nor any person acting in concert with 
ADVFN for the purposes of the Offer is interested in or has any rights to 
subscribe for any ALL IPO Shares nor does any such person have any short 
position or any arrangement in relation to ALL IPO Shares. For these purposes 
"arrangement" includes any agreement to sell or any dealing obligation or right 
to require another person to purchase or take delivery of, and borrowing or 
lending of, ALL IPO Shares. An "arrangement" also includes any indemnity or 
option arrangement, any agreement or understanding, formal or informal, of 
whatever nature, relating to ALL IPO Shares which may be an inducement to deal 
or refrain from dealing in such securities. "Interest" includes any long 
economic exposure, whether conditional or absolute, to changes in the prices or 
securities and a person is 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 used in this announcement shall have the meaning given to them in the 
Offer Document dated 26 June 2009, unless the context requires otherwise. 
 
 
Copies of the Offer Document and the Form of Acceptance are available for 
inspection during normal business hours on any business day at the registered 
office of ADVFN and ALL IPO at 26 Throgmorton Street, London EC2N 2AN until the 
Offer closes. 
 
 
 
 
For further information please contact: 
 
 
ADVFN PLC 
Clem Chambers (Chief Executive) 
Michael Hodges (Chairman) 
020 7070 0909 
 
 
Francesca De Franco (PR) 
07941 253135 
 
 
ALL IPO PLC 
Robert Clinton (Independent Director) 
 
 
020 7070 0996 
 
 
Keith Bayley Rogers & Co Ltd (Financial Adviser to ADVFN) 
Hugh Oram 
 
 
020 3100 8300 
 
 
Beaumont Cornish Limited (Financial Adviser to ALL IPO) 
Roland Cornish/Felicity Geidt 
 
 
020 7628 3396 
 
 
Grant Thornton UK LLP (NOMAD to ADVFN) 
Fiona Kindness 
 
 
020 7728 3414 
 
 
 
 
 
 
This announcement is not intended to be and does not constitute, or form part 
of, any offer to sell or invitation to purchase, otherwise acquire, subscribe 
for, sell or otherwise dispose of, any securities nor shall there be any sale, 
issue or transfer of the securities referred to in this announcement. The Offer 
will be made solely through the Offer Document, which will contain full terms 
and conditions of the Offer. 
 
 
 
 
The ADVFN Independent Directors accept responsibility for the information 
contained in this announcement. To the best of the knowledge and belief of the 
ADVFN Independent Directors (who have taken all reasonable care to ensure that 
such is the case) the information contained in this announcement is in 
accordance with the facts and does not omit anything likely to affect the import 
of such information. 
 
 
Keith Bayley Rogers, which is authorised and regulated in the United Kingdom by 
the Financial Services Authority, is acting exclusively for ADVFN and for no one 
else in connection with the Offer, and will not be responsible to anyone other 
than ADVFN for providing the protections afforded to customers of Keith Bayley 
Rogers nor for providing advice in relation to the Offer or any matter referred 
to in this document. 
 
 
Beaumont Cornish, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for ALL IPO (for the 
purposes of Rule 3 of the City Code on Takeovers and Mergers) and for no-one 
else in connection with the Offer and will not be responsible to anyone other 
than ALL IPO for providing the protections afforded to clients of Beaumont 
Cornish nor for providing advice in relation to the Offer or any matter referred 
to in this document. 
 
 
This announcement has been prepared for the purpose of complying with English 
Law and the Takeover Code, and the information disclosed may not be the same as 
that which would have been disclosed if this announcement had been prepared in 
accordance with the laws of jurisdictions outside the UK. 
 
 
Any person (including, without limitation, any custodian, nominee and trustee) 
who would, or otherwise intends to, or who may have a contractual or legal 
obligation to, forward this announcement and/or the Offer Document and/or any 
other related document to any jurisdiction outside the UK should inform 
themselves of, and observe, any applicable legal or regulatory requirements of 
their before taking 
 
 
 
 
OVERSEAS TERRITORIES 
 
 
The availability of the Offer to persons who are not resident in the United 
Kingdom may be affected by the laws of the relevant jurisdiction. Persons who 
are not resident in the United Kingdom should inform themselves about, and 
observe, any applicable legal or regulatory requirements. If you are in any 
doubt about your position, you should consult your legal adviser in the relevant 
territory without delay. 
 
 
The Offer is not being made, directly or indirectly, in or into the United 
States, Canada, Australia, Japan or the Republic of South Africa. Accordingly, 
copies of this announcement and any related documents are not being, and must 
not be, directly or indirectly, mailed or otherwise forwarded, distributed or 
sent in or into or from a Restricted Jurisdiction and persons receiving this 
announcement and/or any related document (including, without limitation, 
nominees, trustees and custodians) must not mail or otherwise forward, 
distribute or send it in or into or from a Restricted Jurisdiction. Doing so may 
render invalid any purported acceptance of the Offer. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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