TIDMPST
RNS Number : 4297N
Pitney Bowes MapInfo UK Limited
10 June 2010
Not for release, publication or distribution, in whole or in part, in or into or
from the United States, Canada, Australia, Japan or the Republic of South Africa
or any other jurisdiction where it would be unlawful to do so
10 June 2010
Recommended cash offer
for
Portrait Software plc ("Portrait")
by
Pitney Bowes MapInfo UK Limited, a wholly-owned subsidiary of Pitney Bowes, Inc.
The Boards of Pitney Bowes MapInfo UK Limited (an indirect wholly-owned
subsidiary of Pitney Bowes, Inc.) and Portrait are pleased to announce that the
Offer Document and the Form of Acceptance in respect of Pitney Bowes MapInfo UK
Limited's recommended cash offer for the entire issued and to be issued ordinary
share capital of Portrait, are being posted today, Thursday 10 June 2010.
As previously announced, the Offer, which is subject to the conditions and
further terms set out in the Offer Document and the Form of Acceptance, is being
made on the following basis:
for each Portrait Share 31.0 pence in cash
The Offer values the entire issued and to be issued ordinary share capital of
Portrait at approximately GBP44.4 million.
The first closing date of the Offer is 1 July 2010. Acceptances of the Offer
should be received no later than 1.00pm (London time) on 1 July 2010, in
accordance with the procedure for acceptance set out in the Offer Document.
Copies of the Offer Document and the Form of Acceptance will be available for
inspection at the offices of Proskauer Rose LLP, Ninth Floor, Ten Bishops
Square, London E1 6EG, United Kingdom, during normal business hours on any
Business Day (Saturdays, Sundays and public holidays excepted) until the end of
the Offer Period.
Terms defined in the announcement of the Offer bear the same meanings where used
in this announcement.
Enquiries
Pitney Bowes, Inc., and Pitney Bowes MapInfo UK Limited
Matthew Broder +1 203 351 6347
Morgan Stanley (financial adviser to Pitney Bowes, Inc. and Pitney Bowes MapInfo
UK Limited)
Matthew Jarman +44 207 425 8000
Bryce Facktor +1 212 761 4000
Portrait Software plc - 01491 416 600
Luke McKeever
Matthew White
Singer Capital Markets Limited (Rule 3 adviser to Portrait) - 020 3205 7500
Shaun Dobson
Claes Spang
ICIS (PR firm to Portrait) - 020 7651 8688
Tom Moriarty
Caroline Evans-Jones
This announcement is not intended to and does not constitute or form any part of
an offer to sell or an invitation to purchase or the solicitation of an offer to
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely
through the Offer Document and, in the case of Portrait Shares in certificated
form, the Form of Acceptance, which will together contain the full terms and
conditions of the Offer, including details of how to accept the Offer. Any
acceptance or other response to the Offer should be made only on the basis of
the information contained in the Offer Document and, in the case of Portrait
Shares in certificated form, the Form of Acceptance.
Morgan Stanley is acting as financial adviser exclusively to Pitney Bowes, Inc.
and Pitney Bowes MapInfo UK Limited and to no one else in connection with the
Offer and accordingly will not be responsible to anyone other than Pitney Bowes,
Inc. and Pitney Bowes MapInfo UK Limited for providing the protections afforded
to clients of Morgan Stanley nor for giving advice in relation to the Offer or
the contents of this document.
Singer Capital Markets Limited, which is authorised and regulated by the
Financial Services Authority, is acting exclusively for Portrait Software plc
and for no-one else in connection with the Offer and is not advising any other
person and accordingly will not be responsible to anyone other than Portrait
Software plc for providing the protections afforded to clients of Singer Capital
Markets Limited nor for giving advice in relation to the Offer or the contents
of this document.
The Offer is not being made, directly or indirectly, in, into or from, or by use
of the mails of, or by any means of instrumentality (including electronically or
by facsimile transmission, internet, email, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other securities
exchange of, the United States, Australia, Canada, Japan, the Republic of South
Africa or any other Prohibited Jurisdiction if to do so would constitute a
violation of the relevant laws in such other jurisdiction and, subject to
certain exceptions, the Offer cannot be accepted by any such use, means,
instrumentality or facility or from within the United States, Australia, Canada,
Japan, the Republic of South Africa or any other Prohibited Jurisdiction if to
do so would constitute a violation of the relevant laws in such other
jurisdiction. Accordingly, copies of this announcement, the Offer Document, the
Form of Acceptance and any related or accompanying document are not being, and
must not be, directly or indirectly, mailed, distributed, transmitted, forwarded
or otherwise sent, in whole or in part, in, into or from the United States,
Australia, Canada, Japan, the Republic of South Africa or any other Prohibited
Jurisdiction. Doing so may render invalid any purported acceptance of the
Offer. All Portrait Shareholders or other persons (including nominees, trustees
or custodians)receiving this announcement, the Offer Document, the Form of
Acceptance or any related or accompanying document should not distribute, mail,
transmit, forward or send them or any of them in, into or from the United
States, Australia, Canada, Japan, the Republic of South Africa or any other
Prohibited Jurisdiction or use such mails or any such means, instrumentality or
facility for any purpose related to the Offer.
It is the responsibility of each Overseas Shareholder to inform himself, herself
or itself about and observe any applicable legal requirements. No Overseas
Shareholder receiving a copy of this announcement and/or any other documentation
relating to the Offer in a Prohibited Jurisdiction may treat the same as
constituting an invitation or offer to him and in such circumstances, this
announcement and/or any other documentation relating to the Offer are sent for
information only. It is the responsibility of any Overseas Shareholder
receiving a copy of this announcement and/or any other documentation relating to
the Offer in any jurisdiction outside the United Kingdom who wishes to accept
the Offer to satisfy himself as to the full observance of the laws and
regulatory requirements of that jurisdiction in connection with the Offer,
including obtaining any governmental, exchange control or other consents which
may be required, and compliance with any other necessary formalities which need
to be observed and the payment of any transfer or other taxes or duties that may
be or become due under the laws of such jurisdiction. Any such Overseas
Shareholder will be responsible for any such transfer or other taxes or duties
by whomsoever payable and Pitney Bowes, Inc. and Pitney Bowes MapInfo UK Limited
(and any person acting on behalf of Pitney Bowes, Inc. or Pitney Bowes MapInfo
UK Limited) shall be fully indemnified and held harmless by such Overseas
Shareholder for any such transfer or other taxes or duties or other requisite
payments as Pitney Bowes, Inc. or Pitney Bowes MapInfo UK Limited (and any
person acting on behalf of Pitney Bowes, Inc. or Pitney Bowes MapInfo UK
Limited) may be required to pay.
This announcement has been prepared for the purpose of complying with English
law and the City 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 England, including those of
the United States.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City Code, any person who is interested in one per
cent. or more of any class of relevant securities of an offeree company or of
any paper offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the Offer
Period and, if later, following the announcement in which any paper offeror is
first identified. An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe for, any
relevant securities of each of: (i) the offeree company; and (ii) any paper
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the Offer Period and, if appropriate, by no
later than 3.30 pm (London time) on the 10th business day following the
announcement in which any paper offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a paper offeror
prior to the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in
one per cent. or more of any class of relevant securities of the offeree company
or of any paper offeror must make a Dealing Disclosure if the person deals in
any relevant securities of the offeree company or of any paper offeror. A
Dealing Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe for, any
relevant securities of each of: (i) the offeree company; and (ii) any paper
offeror, save to the extent that these details have previously been disclosed
under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must
be made by no later than 3.30 pm (London time) on the business day following the
date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4 of the City 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.
Forward-looking statements
This document includes certain statements about Portrait and/or Pitney Bowes
MapInfo UK Limited and/or Pitney Bowes, Inc. (and their respective groups and/or
subsidiary undertakings) that are or may be forward-looking statements in its
general meaning and within the meaning of the Private Securities Litigation
Reform Act of 1995. All statements other than statements of historical fact
included in this document may be forward-looking statements. These statements
are based on the current expectations of the management of Portrait and/or
Pitney Bowes MapInfo UK Limited and/or Pitney Bowes, Inc. (as the case may be)
and are naturally subject to uncertainty and changes in circumstances. The
forward-looking statements contained herein may include statements about,
following the Offer being declared unconditional in all respects, the expected
timing and scope of the Offer, anticipated earnings enhancements, estimated cost
savings and other synergies, costs to be incurred in achieving synergies, other
strategic options and all other statements in this document other than those
which concern historical fact. Forward-looking statements include statements
typically containing words such as "intend", "expect", "anticipate", "target",
"estimate", "goal", "believe", "will", "may", "should", "would", "could", "plan"
or words of similar meaning or import. By their nature, forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties and actual results may differ materially from those in the forward
looking statements because they relate to events and depend on circumstances
that will or may occur in the future. There are a number of factors that could
cause actual results and developments to differ materially from those expressed
in, or implied by, such forward-looking statements. These factors include the
satisfaction of the conditions to the Offer and the Pitney Bowes Group's ability
to successfully integrate the operations and employees of the Portrait Group, as
well as additional factors such as changes in economic conditions, changes in
the level of capital investment, the success of business and operating
initiatives and restructuring objectives, customers' strategies and stability,
changes in the regulatory environment, fluctuations in interest and exchange
rates and the outcome of litigation, government actions and natural phenomena
such as floods, earthquakes and hurricanes. Other unknown or unpredictable
factors could cause actual results to differ materially from those in the
forward-looking statements. Investors should not place undue reliance on such
forward-looking statements and neither Portrait nor Pitney Bowes MapInfo UK
Limited, nor Pitney Bowes, Inc., nor any of their respective directors,
undertakes any obligation to update publicly or revise forward-looking
statements, whether as a result of new information, future events or otherwise,
except to the extent legally required.
This summary should be read in conjunction with the full text of this
announcement. Appendix 1 to this announcement contains the conditions to, and
certain further terms of, the Offer. Appendix 2 to this announcement contains
further details of the sources of information and bases of calculations set out
in this announcement, Appendix 3 contains a summary of the irrevocable
undertakings given by the Portrait Directors and certain other Portrait
Shareholders and Appendix 4 contains definitions of certain expressions used in
this summary and in this announcement.
Not for release, publication or distribution, in whole or in part, in or into or
from the United States, Canada, Australia, Japan or the Republic of South Africa
or any other jurisdiction where it would be unlawful to do so.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPURSSRRSANAAR
Portrait Software (LSE:PST)
過去 株価チャート
から 5 2024 まで 6 2024
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過去 株価チャート
から 6 2023 まで 6 2024
