TIDMDTE
RNS Number : 7208G
Seven Technologies Holdings Limited
11 June 2013
Not for release, publication or distribution, in whole or in
part, directly or indirectly in, into or from the united states,
australia, canada, the republic of south africa or japan or any
other jurisdiction where to do so would constitute a violation of
the relevant laws or regulations of such jurisdiction
11 June 2013
RECOMMENDED CASH offer by
SEVEN TECHNOLOGIES HOLDINGS LIMITED
FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF
Datong PLC
Introduction
Seven Technologies Holdings Limited ("Seven") announced on 10
May 2013 its intention to make a cash offer (the "Offer") to
acquire the entire issued and to be issued share capital of Datong
plc ("Datong") at the offer price of 50 pence per share. The offer
document (the "Offer Document") containing the full terms and
conditions of the Offer and the procedure for acceptance was posted
to shareholders of Datong ("Datong Shareholders") together with the
related Form of Acceptance on 14 May 2013.
Offer Unconditional in all respects
Seven is pleased to announce that each of the conditions to the
Offer, as set out in the Offer Document, have been satisfied or
waived and, accordingly, the Offer is now declared unconditional in
all respects.
The Offer will now remain open for acceptances until further
notice and will not close on 11 June 2013, as announced on 5 June
2013. It remains subject to the terms set out in the Offer
Document. At least 14 days notice will be given by an announcement
before the Offer is closed.
Level of Acceptances
As at 1.00 pm (London time) on 10 June 2013, Seven had received
valid acceptances from Datong Shareholders in respect of 13,139,239
Datong Shares, representing approximately 94.975 per cent. of the
existing issued share capital of Datong.
These acceptances include the irrevocable undertakings to
accept, or procure the acceptance of, the Offer from certain Datong
Shareholders in respect of 8,505,838 Datong Shares representing
approximately 61.48 per cent. of the existing issued share capital
of Datong that Seven announced that it had received on 10 May
2013.
Shareholders who have not yet accepted the Offer are encouraged
to do so without delay.
In order to accept the Offer, Datong Shareholders who hold their
Datong Shares in certificated form (that is, not in CREST) should
complete, in accordance with the instructions printed on it, sign
and return the Form of Acceptance (together with their share
certificate(s) and any other documents of title) as soon as
possible to Neville Registrars Limited, Neville House, 18 Laurel
Lane, Halesowen, B63 3DA. The procedure for acceptance of the Offer
in respect of certificated Datong Shares is set out in paragraph
13(a) of the letter from Seven which forms Part II of the Offer
Document and Appendix 1 to the Offer Document and in the Form of
Acceptance.
In order to accept the Offer, Datong Shareholders who hold their
Datong Shares in uncertificated form (that is, in CREST), should
make their acceptance electronically through CREST so that the TTE
instruction(s) settles as soon as possible. If you are a CREST
sponsored member you should refer to your CREST sponsor before
taking any action. Only your CREST sponsor will be able to send the
TTE Instruction(s) to Euroclear in relation to your Datong Shares
in uncertificated form. The procedure for acceptance of the Offer
in respect of uncertificated Datong Shares is set out in paragraph
13(b) of the letter from Seven which forms Part II of Offer
Document and Appendix I to the Offer Document.
Settlement of consideration
Settlement of the relevant consideration due under the Offer
will be despatched on or before 25 June 2013 in respect of Datong
Shares for which acceptances of the Offer, valid in all respects,
have already been received. The consideration due to Datong
Shareholders who provide valid acceptances, complete in all
respects, after today's date and while the Offer remains open for
acceptance, will be despatched within 14 days of receipt of such
acceptance.
Delisting and Cancellation of trading in Datong Shares
Seven confirms that, having received valid acceptances under the
Offer of more than 75 per cent. of the existing issued share
capital of Datong, it has requested that the directors of Datong
apply for the cancellation of admission to trading on AIM of the
Datong Shares. It is expected that cancellation will take effect no
earlier than 20 business days following the date of this
announcement.
Compulsory Acquisition Notices
As set out above as at 1.00 p.m. on 10 June 2013, Seven had
received valid acceptances in respect of, in aggregate 13,139,239
Datong Shares, representing approximately 94.975 per cent. of the
existing issued share capital of Datong. Accordingly, compulsorily
acquisition notices will be despatched in due course to Datong
Shareholders who do not accept the Offer before it closes.
Copies of the Offer Document and the Form of Acceptance will be
available for inspection at the offices of Osborne Clarke at One
London Wall, London, EC2Y 5EB, during normal business hours on any
weekdays (Saturdays, Sundays and public holidays excepted).
If a holder of Datong Shares is in any doubt about the Offer
and/or any action he should take, he is recommended to seek his own
personal financial advice immediately from an independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) who specialises in advising upon investment
in shares and other securities if he is resident in the United
Kingdom or, if not in the United Kingdom, from another
appropriately authorised financial adviser.
Publication on websites
A copy of this announcement and the Offer Document will be
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, for inspection on
Seven's website at http://www.Seventechnologies.co.uk and the
Datong website (http://www.datong.co.uk/investor_relations.htm) and
will remain so during the course of the Offer. For the avoidance of
doubt, the content of the websites referred to is not incorporated
into and does not form part of this announcement.
Capitalised terms used but not defined in this announcement have
the same meaning as given to them in the Offer Document.
Enquiries
Seven Technologies Holdings Limited Tel: 028 9263
5620
Richard Moon
Gavin Williamson
BDO LLP, Financial Adviser to Seven Tel: 020 7486
5888
John Stephan
David Abbott
Datong plc Tel: 0113 239
5350
Paul Lever
Mark Cook
Cavendish Corporate Finance LLP, Rule 3 Adviser Tel: 020 7908
6000
Joe Stelzer
John Farrugia
Canaccord Genuity Limited, Nominated Adviser Tel: 020 7523
and Broker 8350
Simon Bridges
Mark Whitmore
BDO, which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for Seven,
as financial adviser in relation to the Offer, and is not acting
for or advising any other person and accordingly will not be
responsible to any other person other than Seven for providing the
protections afforded to the clients of BDO or for providing advice
in relation to the contents of this announcement or any offer or
arrangement referred to herein or in the Offer Document and Form of
Acceptance. Neither BDO nor any of its affiliates owns or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of BDO in connection with this
announcement, any statement contained herein or otherwise.
Cavendish, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Datong and no one else in connection with the Offer and will
not be responsible to anyone other than Datong for providing the
protections afforded to customers of Cavendish or for providing
advice in relation to the Offer or any other matter referred to
herein.
Overseas jurisdictions
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than the United Kingdom may be restricted by law. Therefore
persons into whose possession the Offer Document or this
announcement comes who are not resident in the United Kingdom
should inform themselves about, and observe, any applicable
restrictions. Datong Shareholders who are in any doubt regarding
such matters should consult an appropriate independent adviser in
the relevant jurisdiction without delay. Any failure to comply with
such restrictions may constitute a violation of the securities laws
of any such jurisdiction. This announcement has been prepared for
the purposes of complying with English law and the Code and the
information disclosed may not be the same as that which would have
been disclosed if the announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom.
In particular, unless otherwise determined by Seven and
permitted by applicable law and regulation, the Offer will not be
made, directly or indirectly, in or into, or by the use of mails or
any means of instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national securities exchange of any
Restricted Jurisdiction (including the United States, Australia,
Canada, the Republic of South Africa and Japan). Accordingly,
except as required by applicable law, copies of the Offer Document
and this announcement are not being, and may not be, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. Persons receiving the Offer Document or
this announcement (including without limitation nominees, trustees
or custodians) must not forward, distribute or send it into any
Restricted Jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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