Rule 8.4
February 16 2009 - 2:00AM
UK Regulatory
TIDMEID
RNS Number : 3428N
Square Enix Holdings Co Limited
13 February 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
16 February 2009
OFFER UPDATE
Recommended Cash Offer
for
Eidos plc ("Eidos")
by
SQEX Ltd ("SQEX")
a wholly owned subsidiary of
Square Enix Holdings Co.
Ltd
Further to the announcement made on 12 February 2009 of the recommended cash
offer for Eidos by SQEX (the "Announcement"), SQEX discloses, in accordance with
Rule 8.4 of the Code, that it has an obtained irrevocable undertaking from Time
Warner Entertainment Limited to vote in favour of the Scheme and the resolutions
to be passed at the Court meeting and the Extraordinary General Meeting in
respect of their aggregate holding of 52,518,080 Eidos Shares representing
approximately 19.92 per cent. of the existing issued share capital of Eidos.
These undertakings will cease to have effect if the Scheme Document (or, if
relevant, Offer Document) is not posted within 28 days of the date of this
announcement (or such later date as the Panel may agree), the Scheme (or
takeover offer as applicable) does not become effective, lapses or is withdrawn,
Warner Brothers Entertainment Inc. or a member of the Time Warner Inc. group
announces a higher offer or a third party announces a recommended higher offer.
SQEX has therefore received total irrevocable undertakings in respect of
86,947,489 Eidos Shares representing approximately 32.98 per cent. of the
existing issued share capital of Eidos. SQEX has also received a letter of
intent in respect of 8,919,628 Eidos Shares representing approximately 3.38 per
cent. of the existing issued share capital of Eidos.
Words and expressions defined in the Announcement shall, unless the context
otherwise requires, have the same meanings when used in this announcement.
+--------------------------------------------------+-------------------------------+
| | |
+--------------------------------------------------+-------------------------------+
| Enquiries: | |
+--------------------------------------------------+-------------------------------+
| SQEX/Square Enix | |
+--------------------------------------------------+-------------------------------+
| Michihiro Sasaki | +81 3 5333 1144 |
| | |
+--------------------------------------------------+-------------------------------+
| UBS Investment Bank (Financial Adviser to | |
| SQEX/Square Enix) | |
+--------------------------------------------------+-------------------------------+
| Andrew Cowper | +44 20 7568 0000 |
| Thomas Onions | |
| | |
+--------------------------------------------------+-------------------------------+
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Eidos, all "dealings" in any "relevant securities" of
Eidos (including by means of an option in respect of, or a derivative referenced
to, any such "relevant securities") must be publicly disclosed by no later than
3.30 pm (London time) on the Business Day following the date of the relevant
transaction. This requirement will continue until the date on which the Scheme
becomes effective or lapses or on which the "offer period" otherwise ends. If
two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire an "interest" in "relevant securities" of
Eidos, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Eidos by SQEX or Eidos, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, please contact an independent
financial adviser authorised under the Financial Services and Markets Act 2000,
consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel
on telephone number +44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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