10 Nov 11
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED
JURISDICTION OR OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
10 November 2011
RECOMMENDED CASH OFFER WITH A SHARE ALTERNATIVE FOR COOLABI
PLC ("COOLABI")
BY
NORTH PROMOTIONS PLC ("NORTH")
Irrevocable undertakings and letters of intent
Further to the announcement made on 28 October 2011, North
has now received letters of intent from ProVen Growth and
Income VCT plc and ProVen VCT plc to accept the Offer in
relation to their entire holdings amounting to 2,402,379
Coolabi Shares in aggregate, representing 3.76 per cent. of
the fully diluted share capital.
These letters of intent will lapse and be of no effect if,
inter alia, a third party announces a firm intention to
make an offer under Rule 2.7 of the Code for all of the
issued share capital of Coolabi which values a Coolabi
Share at more than 10 per cent. of the value of the Offer
(the "Higher Competing Offer").
North has received irrevocable undertakings from the
Coolabi Management Directors and Avonglen Limited, a
company through which certain of the Coolabi Management
Directors provide services and indirectly hold Coolabi
Shares, EPVCT and certain other shareholders to accept the
Offer in respect of a total of 34,258,512 Coolabi Shares,
representing 53.66 per cent., of the fully diluted share
capital of Coolabi.
In addition, North has now obtained letters of intent to
accept the Offer in respect of an aggregate of 6,530,255
Coolabi Shares, representing 10.23 per cent. of the fully
diluted share capital Coolabi.
North has also received irrevocable undertakings from the
Independent Directors and certain other shareholders to
vote in favour of the Ordinary Resolution to approve the
Offer in respect of a total of 18,193,220 Coolabi Shares,
representing 41.24 per cent., of the votes that may be cast
in the resolution.
Further, the irrevocable undertakings North has received
from the Coolabi Management Directors, EPVCT and Avonglen
Limited elect for the Share Alternative in respect of a
total of 19,730,309 Coolabi Shares, representing 30.90 per
cent. of the fully diluted share capital of Coolabi.
A summary of the irrevocable undertakings given by the
Coolabi Directors and Coolabi Shareholders and letters of
intent received from Coolabi Shareholders is contained in
Appendix I to this announcement.
Defined terms used in this announcement have the same
meaning as set out in Appendix VI to the Offer
Announcement.
Enquiries:
Evolution Securities Limited (sole financial adviser and
Nominated Adviser to
Coolabi)
Jeremy Ellis Tel: +44 (0)20 7071 4300
Chris Clarke: Merchant Securities Limited (sole financial
adviser to North)
David Worlidge Tel: +44 (0)20 7628 2200
Virginia Bull
FURTHER INFORMATION
This announcement is not intended to, and does not,
constitute or form part of an offer to sell, or otherwise
dispose of, or constitute an invitation or the solicitation
of an offer to purchase, subscribe for or otherwise acquire
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 by means of the Offer
Document, which will contain the full terms and conditions
of the Offer (including details of how to accept the
Offer). Any acceptance of the Offer should be made only on
the basis of the information contained in the Offer
Document. Coolabi Shareholders are advised to read the
formal documentation in relation to the Offer
carefully.
Please be aware that addresses, electronic addresses and
certain other information provided by Coolabi Shareholders,
persons with information rights and other relevant persons
for the receipt of communications from Coolabi may be
provided to North during the offer period as required under
Section 4 of Appendix 4 of the Code.
Merchant Securities is authorised by the Financial Services
Authority. Merchant Securities is acting exclusively for
North and no one else in connection with the Offer and will
not be responsible to anyone other than North for providing
the protections afforded to clients of Merchant Securities,
or for providing advice in connection with the Offer or any
matter referred to herein.
Evolution Securities is acting exclusively for Coolabi and
no one else in connection with the Offer and will not be
responsible to anyone other than Coolabi for providing the
protections afforded to clients of Evolution Securities or
for providing advice in connection with the Offer or any
matter referred to herein.
Overseas Shareholders
This announcement is for information purposes only and does
not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to
buy any securities, pursuant to the Offer or otherwise. The
Offer will be made solely by means of an Offer Document and
the Form of Acceptance accompanying the Offer Document in
respect of Coolabi Shares in certificated form, which will
contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted.
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 the United Kingdom.
The release, publication or distribution of this
announcement in certain jurisdictions may be restricted by
law. Persons who are not resident in the United Kingdom or
who are subject to other jurisdictions should inform
themselves of, and observe, any applicable
requirements.
Unless otherwise determined by North or required by the
City Code, and permitted by applicable law and regulation,
the Offer will not be made, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction, and the Offer will
not be capable of acceptance from or within a Restricted
Jurisdiction. Accordingly, copies of this announcement and
all documents 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 where to do so would violate the
laws in that jurisdiction, and persons receiving this
announcement and all documents 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 invalidate any purported
acceptance of the Offer.
The availability of the Offer to Coolabi Shareholders who
are not resident in the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United
Kingdom should inform themselves of, and observe, any
applicable requirements.
Disclosure requirements of the Takeover Code (the
"Code")
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 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 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 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).
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
http:// 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. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any
doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure,
Evolution Securities confirms that it has given and not
withdrawn its consent to the publication of this
announcement with the inclusion of its recommendation and
opinion in the form and context in which it is
included.
Publication on Website
In accordance with Rule 30.4(c) of the Code, a copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in a Restricted
Jurisdiction, free of charge, on Coolabi's website at
www.coolabi.com by no later than 12 noon on 11 November
2011.
You may request a hard copy of this announcement, free of
charge, by contacting the Merchant securities on +44 (0) 20
7628 2200.You may also request that all future documents,
announcements and information to be sent to you in relation
to the Offer should be in hard copy form.
APPENDIX I
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
Directors
The Coolabi Management Directors and their concert parties
have given irrevocable undertakings to accept the Offer and
receive the Share Alternative as follows:
Name Number of Coolabi Shares Percentage of existing issued
ordinary share capital of Coolabi
William Harris 954,166 1.51
Jeremy Banks 700,000 1.11
Avonglen Limited* 458,333 0.73
Total 2,112,499 3.35
* Avonglen Limited is a company in which William Harris and
Tim Ricketts each hold a 33.33 per cent. shareholding and
are both directors.
These undertakings will cease to have effect if:
* the Offer Document is not posted within 28 days of the
2.7 announcement (or within such longer period as Coolabi,
with the consent of the Panel, determines); or
* the Offer lapses or is withdrawn.
The Independent Directors have given irrevocable
undertakings to accept the Offer, vote in favour of the
Ordinary Resolution and receive cash as follows:
Name Number of Coolabi Shares Percentage of existing issued
ordinary share capital of Coolabi
Nicholas James 250,000 0.40
Linda James 129,526 0.20
Stuart Lindsay 83,333 0.13
Total 462,859 0.73
These undertakings will cease to have effect if:
* the Offer Document is not posted within 28 days of the
2.7 announcement (or within such longer period as Coolabi,
with the consent of the Panel, determines);
* a new offer being received from a third party with a
value greater than 10 per cent. of the Offer; or
* the Offer lapses or is withdrawn.
Other Shareholders
Certain other Coolabi Shareholders have given irrevocable
undertakings to accept the Offer and receive cash as
follows:
Name Number of Coolabi Percentage of existing Shares issued
ordinary share capital of Coolabi
MD Barnard & Company Limited 6,940,833 11.02
Herald Investment Management 2,990,000 4.75
Amati Global Investors 2,135,883 3.39
Antony Jordon 1,998,628 3.17
Total 14,065,344 22.32
These undertaking will cease to have effect if:
* the Offer Document is not posted within 28 days of the
2.7 announcement (or within such longer period as Coolabi,
with the consent of the Panel, determines); or
* in the case of MD Barnard & Company Limited, Herald
Investment Management and Antony Jordan, a new offer being
received from a third party with a value greater than 10
per cent. of the price of the cash offer; or
* in the case of Amati Global Investors, a new offer being
received from a third party with a value greater than one
per cent. of the price of the cash offer; or
* the Offer lapses or is withdrawn.
BlackRock has given a letter of intent stating that it
intends to accept the Offer in relation to its entire
holding of 4,127,876 Coolabi Shares, representing 6.47 per
cent. of the fully diluted share capital.
ProVen Growth and Income VCT plc and ProVen VCT plc have
given letters of intent stating that they intend to accept
the Offer in relation to their entire holdings amounting to
2,402,379 Coolabi Shares in aggregate, representing 3.76
per cent. of the fully diluted share capital.
EPVCT have given an irrevocable undertaking to accept the
Offer and receive the Share Alternative as follows:
Name Number of Coolabi Shares Percentage of fully diluted
ordinary share capital of Coolabi
Edge Performance VCT PLC 17,617,810 27.59
* Includes 832,770 Coolabi Shares as a result of conversion
of the Convertible loan Note.
The undertaking from EPVCT will cease to have effect
if:
* the Offer Document is not posted within 28 days of the
2.7 announcement (or within such longer period as Coolabi,
with the consent of the Panel, determines); or
* the Offer lapses or is withdrawn.