Offer Declared Wholly Unconditional


 
TIDMNGH 
 
Recommended Cash Offer 
 
                                      By 
 
                        NGH TOPCO LIMITED ("NGH Topco") 
 
                                      for 
 
                    Network Group Holdings PLC ("Network") 
 
OFFER UPDATE - OFFER DECLARED WHOLLY UNCONDITIONAL 
 
1. Introduction 
 
Capitalised terms used but not defined in this announcement shall have the 
meaning given to them in the offer document sent to shareholders of Network 
Group Holdings PLC on 3 February 2012 (the "Offer Document"). 
 
On 3 February 2012, the Independent Directors and the NGH Topco board announced 
the terms of a recommended cash offer (the "Offer") by NGH Topco for the entire 
issued and to be issued share capital of Network. The full terms and conditions 
of the Offer and procedures for acceptance are set out in the Offer Document. 
 
NGH Topco is pleased to announce that all the conditions of the Offer have now 
either been satisfied or waived and the Offer is hereby declared wholly 
unconditional. 
 
2. Level of Acceptances 
 
As set out in the Offer Document dated 3 February 2012, NGH Topco had received 
irrevocable undertakings to accept the Offer in respect of a total of 
69,116,010 Network Shares, representing approximately 91.81 per cent. of the 
issued share capital of Network which include irrevocable undertakings to elect 
for the NGH Topco Share Alternative in respect of a total of 63,738,078 Network 
Shares, representing approximately 84.66 per cent. of the issued share capital 
of Network. 
 
As at 11 .00am (London Time) NGH Topco had received valid acceptances in 
respect of a total of 69,002,276 Network Shares, representing approximately 
91.66 per cent. of the issued share capital of Network. Consequently, NGH Topco 
is pleased to announce that all of the conditions of the Offer have now either 
been satisfied or waived and the Offer is hereby declared wholly unconditional. 
 
A further 113,734 Network Shares, representing approximately 0.15 per cent. of 
the Network Shares, remain subject to irrevocable undertakings under which the 
relevant Network Shares had not yet been accepted at 11 .00am (London time) on 
3 February 2012. 
 
The acceptance figure above includes the following acceptances by persons 
acting in concert with NGH Topco as at 11 .00am (London time) on 3 February 
2012: 
 
Name                       Network Shares            % of Network Shares 
 
Timothy Watts                             16,012,740                      21.27 
 
Estate of C Watts                          2,205,000                       2.93 
 
Ashcourt Nominees Limited                  1,793,487                       2.38 
 
Pertemps Investments Limited              12,634,910                      16.78 
 
Mike Owen                                  3,756,047                       4.99 
 
Roger Englefield                           3,679,700                       4.89 
 
Jennifer Jackson                           3,679,700                       4.89 
 
Jonathon Smith                             4,356,260                       5.79 
 
Spencer Jones                                119,039                       0.16 
 
June Watts                                   100,000                       0.13 
 
Sharron Lowe                                  95,481                       0.13 
 
Delami Investments Limited                    50,000                       0.07 
 
Kent Thompson                                574,039                       0.76 
 
Carmen Watson                                555,000                       0.74 
 
The Offer will remain open for acceptance until further notice. All other terms 
and conditions contained in the Offer Document still apply. 
 
3. Settlement of Consideration 
 
Settlement of the cash consideration due to accepting Network Shareholders will 
be despatched by cheque: (i) in the case of Network Shareholders who validly 
accepted the Offer by 11 .00am on 3 February 2012, on or before 17 February 
2012; and (ii) in the case of Network Shareholders who validly accept after 11 
.00am on 3 February 2012, within 14 days of the receipt of such acceptances. 
 
4. Compulsory Acquisition, Delisting and Cancellation of Trading in Network 
Shares 
 
As NGH Topco has received acceptances under the Offer in respect of 90 per 
cent. or more of the Offer Shares, NGH Topco intends to exercise its rights 
pursuant to sections 974 to 991 (inclusive) of the Companies Act 2006 to 
acquire compulsorily the remaining Offer Shares in respect of which the Offer 
has not been accepted following the Offer becoming or being declared 
unconditional in all respects and will deem such shareholders to have made an 
election to receive cash pursuant to the Offer. 
 
As NGH Topco is now interested in more than 75 per cent. of the issued share 
capital of Network, it is also intended that, subject to any applicable 
regulatory requirements, NGH Top co will procure that Network applies to the 
London Stock Exchange for the cancellation of trading in Network's Shares on 
AIM. De-listing would significantly reduce the liquidity and marketability of 
any Offer Shares not acquired by NGH Topco. A further announcement is expected 
to be made in due course regarding the proposed date for cancellation of 
trading on AIM. Following such cancellation, NGH Topco intends to seek to 
procure the re-registration of Network as a private company in due course. 
 
Shareholders of Network who have not yet accepted the Offer are, therefore, 
encouraged to do so without delay. Acceptances of the Offer should be received 
in accordance with the instructions contained in the Offer Document and (in the 
case of shares held in certificated form) the Form of Acceptance. 
 
If you are in any doubt about this Offer or as to the action you should take, 
you are recommended to seek your own independent financial advice from a 
stockbroker, solicitor, accountant or other independent financial adviser 
authorised under the Financial Services and Markets Act 2000. If you are 
outside the UK, you should immediately consult an appropriately authorised 
independent financial adviser. 
 
5. Enquiries 
 
For further information, please contact: 
 
NGH Topco 01676 525000 
 
Roger Englefield 
 
Mazars Corporate Finance Limited 0207 063 4000 
 
(financial adviser to NGH Topco) 
 
Stephen Skeels 
 
Andrew Millington 
 
Network Group Holdings Plc 01676 525000 
 
John Smith 
 
Arden Partners plc 0121 423 8900 
 
(financial adviser to the Independent Directors) 
 
Steve Douglas 
 
Jamie Cameron 
 
IMPORTANT NOTICE 
 
Mazars Corporate Finance Limited is acting exclusively for NGH Topco and no one 
else in connection with the Offer and will not be responsible to any person 
other than NGH Topco for providing the protections afforded to clients of 
Mazars Corporate Finance Limited or for providing advice in relation to the 
Offer or any matter referred to herein. 
 
Arden Partners plc is acting exclusively for Network and no one else in 
connection with the Offer and will not be responsible to any person other than 
Network for providing the protections afforded to clients of Arden Partners plc 
or for providing advice in relation to the Offer or any matter referred to 
herein. 
 
This announcement does not constitute, or form part of, any offer for, or any 
solicitation of any offer for, securities. Any acceptance or other response to 
the Offer should be made only on the basis of information referred to in the 
Offer Documentsent to Network shareholders today. 
 
OVERSEAS SHAREHOLDERS 
 
This announcement has been prepared for the purposes of complying with English 
law and the Code and the information disclosed may not be the same as that 
which would have been disclosed if this announcement had been prepared in 
accordance with the laws and regulations of any jurisdiction outside of 
England. 
 
The distribution of this announcement in jurisdictions outside the United 
Kingdom may be restricted by the laws of those jurisdictions and therefore 
persons into whose possession this announcement comes should inform themselves 
about and observe any such restrictions. Failure to comply with any such 
restrictions may constitute a violation of the securities laws of any such 
jurisdiction. To the fullest extent permitted by applicable law, the companies 
involved in the Offer disclaim any responsibility or liability for the 
violation of such restrictions by any person. 
 
Unless otherwise determined by NGH Topco and permitted by applicable law and 
regulation, subject to certain exemptions, the Offer is not being, and will not 
be, made, directly or indirectly, in or into and will not be capable of 
acceptance from or within a Restricted Jurisdiction. Accordingly, unless 
otherwise determined by NGH Topco, copies of this announcement and any other 
documentation relating to the Offer are not being and must not be, directly or 
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from 
a Restricted Jurisdiction and persons receiving this announcement and any other 
documentation relating to the Offer (including custodians, nominees and 
trustees) must not mail or otherwise distribute or send them in, into or from 
such jurisdictions as doing so may be a breach of applicable law and regulation 
in that jurisdiction and may invalidate any purported acceptance of the Offer. 
The availability of the Offer to persons who are not resident in the United 
Kingdom may be affected by the laws of their relevant jurisdiction. Such 
persons should inform themselves about and observe any applicable legal or 
regulatory requirements of their jurisdiction. 
 
Any person (including nominees, trustees and custodians) who would, or 
otherwise intends to, or may have a legal or contractual obligation to, forward 
this announcement and/or any documentation relating to the Offer to any 
jurisdiction outside the United Kingdom, should inform themselves of, and 
observe, any applicable legal or regulatory requirements of any relevant 
jurisdiction and seek appropriate advice. 
 
DEALING DISCLOSURE REQUIREMENTS 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or 
more of any class of relevant securities of an offeree company or of any paper 
offeror (being any offeror other than an offeror in respect of which it has 
been announced that its offer is, or is likely to be, solely in cash) must make 
an Opening Position Disclosure following the commencement of the offer period 
and, if later, following the announcement in which any paper offeror is first 
identified. An Opening Position Disclosure must contain details of the person's 
interests and short positions in, and rights to subscribe for, any relevant 
securities of each of (i) the offeree company and (ii) any paper offeror(s). An 
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be 
made by no later than 3.30 p.m. (London time) on the 10th business day 
following the commencement of the offer period and, if appropriate, by no later 
than 3.30 p.m. (London time) on the 10th business day following the 
announcement in which any paper offeror is first identified. Relevant persons 
who deal in the relevant securities of the offeree company or of a paper 
offeror prior to the deadline for making an Opening Position Disclosure must 
instead make a Dealing Disclosure. 
 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 
per cent. or more of any class of relevant securities of the offeree company or 
of any paper offeror must make a Dealing Disclosure if the person deals in any 
relevant securities of the offeree company or of any paper offeror. A Dealing 
Disclosure must contain details of the dealing concerned and of the person's 
interests and short positions in, and rights to subscribe for, any relevant 
securities of each of (i) the offeree company and (ii) any paper offeror, save 
to the extent that these details have previously been disclosed under Rule 8. A 
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no 
later than 3.30 p.m. (London time) on the business day following the date of 
the relevant dealing. 
 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire or control an interest in relevant 
securities of an offeree company or a paper offeror, they will be deemed to be 
a single person for the purpose of Rule 8.3 of the Code. 
 
Opening Position Disclosures must also be made by the offeree company and by 
any offeror and Dealing Disclosures must also be made by the offeree company, 
by any offeror and by any persons acting in concert with any of them (see Rules 
8.1, 8.2 and 8.4 of the Code). 
 
Details of the offeree and offeror companies in respect of whose relevant 
securities Opening Position Disclosures and Dealing Disclosures must be made 
can be found in the Disclosure Table on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk, including details of the number of relevant 
securities in issue, when the offer period commenced and when any offeror was 
first identified. If you are in any doubt as to whether you are required to 
make an Opening Position Disclosure or a Dealing Disclosure, you should contact 
the Panel's Market Surveillance Unit on +44 (0)20 7638 0129. 
 
INFORMATION RELATING TO NETWORK SHAREHOLDERS 
 
Addresses, electronic addresses and certain information provided by Network 
Shareholders, persons with information rights and other relevant persons for 
the receipt of communications from Network may be provided to NGH Top co during 
the offer period as requested under Section 4 of Appendix 4 of the Code. 
 
PUBLICATION ON WEBSITE AND AVAILABILITY OF HARD COPIES 
 
A copy of this document will be available free of charge on Network's website at http://www.networkgroupholdings.co.uk/Corporate/Press_Centre/News/Latest_News/newsList.aspx?id=58 
by no later than 12.00 p m on 3 February 2012. 
Network and any other person to whom this document is sent may request a hard 
copy of the documents incorporated by reference into this document by writing 
to Nigel Dudley, the company secretary of Network, at Network's registered 
office. Hard copies of the information incorporated by reference will not be 
despatched unless requested in this way. 
 
 
 
END
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