Director's Irrevocable Undertaking


 

TIDMPST 
 
RNS Number : 9133N 
Pitney Bowes MapInfo UK Limited 
21 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 
                                                                    21 June 2010 
                       DIRECTOR'S IRREVOCABLE UNDERTAKING 
 
Further to its announcement, on 10 June 2010, of a recommended cash offer for 
Portrait Software PLC (the "Offer Announcement"), Pitney Bowes MapInfo UK 
Limited has received notice from Mr. Paul Hewitt, the Non-Executive Chairman of 
Portrait, that he intends to transfer 650,080 Portrait Shares (representing 
0.52% of the existing issued ordinary shares of Portrait), representing his 
entire beneficial holdings of Portrait Shares, to a bare trust in relation to 
which the beneficiaries are Mr. Hewitt's children and he is the trustee. 
Accordingly, Mr Hewitt has notified Pitney Bowes MapInfo UK Limited that he is 
no longer able to comply with the terms of the irrevocable undertaking to accept 
the Offer that he has previously given in favour Pitney Bowes MapInfo UK Limited 
(particulars of which were set out in the Offer Announcement), as they relate to 
these Portrait Shares but still remains in force as it relates to any Portrait 
Shares which may be issued to, or acquired by, Mr. Hewitt pursuant to the terms 
of the Portrait Share Option Scheme. However, Mr. Hewitt (acting as trustee of 
the above mentioned trust) has given a further irrevocable undertaking to accept 
the Offer in favour of Pitney Bowes MapInfo UK Limited dated 17 June 2010.  This 
further irrevocable undertaking is on substantially the same terms as the 
original irrevocable undertaken given by Mr. Hewitt (particulars of which were 
set out in the Offer Announcement) and relates to the 650,080 Portrait Shares 
referred to above. 
Therefore, the total number of irrevocable undertakings to accept, or procure 
acceptance of, the Offer received from the Portrait Directors and certain 
Portrait Shareholders remains unchanged and as stated in the Offer Announcement, 
being 70,010,153 Portrait Shares, representing approximately 56.52 per cent. of 
the existing issued ordinary shares of Portrait. 
 
This disclosure is being made by Pitney Bowes MapInfo UK Limited in accordance 
with Rule 2.11(d) of the Takeover Code. 
 
Terms defined in the Offer Announcement bear the same meanings where used in 
this announcement. 
Enquiries 
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 
Singer Capital Markets Limited (Rule 3 adviser to Portrait) - 020 3205 7500 
Shaun Dobson 
Claes Spang 
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. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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