TIDMWSI
RNS Number : 8248U
Wasp Management Software Limited
30 December 2011
Recommended Cash Offer
By
Wasp Management Software Limited ("NewCo")
(a company formed on behalf of Lloyds TSB Development Capital
Limited and the members of the Management Team)
to acquire the entire issued and to be issued ordinary share
capital of
WorkPlace Systems International plc ("WorkPlace")
(other than those shares contracted to be acquired by NewCo
under the terms of the Share Exchange Deed (the "Management
Roll-over Shares"))
OFFER UPDATE - AMENDMENT TO IRREVOCABLE UNDERTAKINGS
Following the announcement made on Friday 9 December 2011
pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the
"Code") in relation to the recommended cash offer (the "Offer") to
be made by NewCo for the entire issued and to be issued share
capital of WorkPlace save for the Management Shares (the "Offer
Shares") (the "Announcement"), NewCo announced on 23 December 2011
that it has received additional irrevocable undertakings from:
a) Mr Michael Bedford:
i) to accept the Offer at such time that the Offer is declared
unconditional as to acceptances, or by such final closing date as
may be announced by NewCo, in respect of, in aggregate, 3,183,404
Offer Shares, representing approximately 2.0 per cent. of the Offer
Shares;
ii) to vote in favour of the Resolution in respect of, in
aggregate, 3,183,404 Eligible Voting Shares, representing
approximately 2.2 per cent. of the Eligible Voting Shares; and
b) Merchant Investors:
i) to accept the Offer at such time that the Offer is declared
unconditional as to acceptances, or by such final closing date as
may be announced by NewCo, in respect of, in aggregate, 2,875,000
Offer Shares, representing approximately 1.8 per cent. of the Offer
Shares; and
ii) to vote in favour of the Resolution in respect of, in
aggregate, 2,875,000 Eligible Voting Shares, representing
approximately 2.0 per cent. of the Eligible Voting Shares.
To reflect the discretion to accept the Offer relating to the
Offer Shares over which these irrevocable undertakings have been
received, the irrevocable undertakings outlined above have been
disregarded and the Company announces that it has received
replacement irrevocable undertakings on the same terms and in
respect of the same aggregate number of Offer Shares as
follows:
a) Mr Michael Bedford:
i) to accept the Offer at such time that the Offer is declared
unconditional as to acceptances, or by such final closing date as
may be announced by NewCo, in respect of, in aggregate, 3,033,404
Offer Shares, representing approximately 1.9 per cent. of the Offer
Shares;
ii) to vote in favour of the Resolution in respect of, in
aggregate, 3,033,404 Eligible Voting Shares, representing
approximately 2.1 per cent. of the Eligible Voting Shares; and
b) Hargreave Hale Limited:
i) to accept the Offer at such time that the Offer is declared
unconditional as to acceptances, or by such final closing date as
may be announced by NewCo, in respect of, in aggregate, 3,025,000
Offer Shares, representing approximately 1.9 per cent. of the Offer
Shares; and
ii) to vote in favour of the Resolution in respect of, in
aggregate, 3,025,000 Eligible Voting Shares, representing
approximately 2.1 per cent. of the Eligible Voting Shares.
Therefore following the Announcement, NewCo continues to have
received additional irrevocable undertakings to accept the Offer in
respect of, in aggregate, 6,058,404 Offer Shares, representing
approximately 3.8 per cent. of the Offer Shares and to vote in
favour of the Resolution in respect of, in aggregate, 6,058,404
Eligible Voting Shares, representing approximately 4.2 per cent. of
the Eligible Voting Shares.
When including the irrevocable undertakings and letters of
intent signed prior to the Announcement, NewCo now has irrevocable
undertakings and letters of intent to accept the Offer in respect
of, in aggregate, 133,566,665 Offer Shares, representing
approximately 83.8 per cent. of the Offer Shares and to vote in
favour of the Resolution in respect of, in aggregate, 121,672,751
Eligible Voting Shares, representing approximately 83.9 per cent.
of the Eligible Voting Shares. An announcement that the Ordinary
Resolution was passed by the Independent Workplace Shareholders at
the General Meeting was released on 28 December 2011.
The irrevocable undertakings given by Mr Bedford and Hargreave
Hale Limited will lapse if a firm intention to make an offer to
acquire all of the issued and to be issued Workplace Shares which
comprises a cash offer in the same or greater proportion per share
as set out in the Offer and the value of such offer at the date of
its announcement exceeds by more than 10 per cent. the value of the
Offer.
Capitalised terms in this announcement have the same meanings as
in the Offer Document.
Enquiries
For further information, please contact:
020 77 583
NewCo 680
Daniel Sasaki
Kunal Dasgupta
Barney Quinn
Paul Wright
020 72 278
Torch Partners Corporate Finance Limited 830
(financial adviser to LDC & NewCo)
Rupert Robson
Seth Schelin
Thomas Roberts
Amaya Gonzalez Lantero
020 75 985
Fairfax I.S. Plc 368
(financial adviser to NewCo & Management
Team)
Simon Bennett
Stuart Gledhill
Katy Birkin
020 76 299
Morgan Rossiter 101
(public relations adviser to NewCo)
Richard Evans
019 08 251
WorkPlace Systems International Plc 300
Ian Lenagan, Chairman
John Herring, Non-executive Director
020 70 634
Mazars Corporate Finance Limited 000
(financial adviser to the Independent
Directors)
Stephen Skeels
Andrew Millington
Simon Fitzsimmons
020 31 786
Biddicks 378
(public relations adviser to WorkPlace
Systems)
Zoe Biddick
Sophie McNulty
This information is provided by RNS
The company news service from the London Stock Exchange
END
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