Offer Document Posted (7547A)
April 03 2012 - 10:43AM
UK Regulatory
TIDMPGC
RNS Number : 7547A
ESWC Acquisitions Limited
03 April 2012
ESWC ACQUISITIONS LTD
POSTING OF OFFER DOCUMENT TO PROLOGIC SHAREHOLDERS
Cash Offer for Prologic plc ("Prologic") by ESWC Acquisitions
Ltd ("ESWC")
Further to the announcement on 29 March 2012 of the Offer, ESWC
is pleased to announce that the Offer Document containing the full
terms and conditions of the Offer and the related Form of
Acceptance are being posted today (or otherwise made publicly
available) to Prologic Shareholders.
To accept the Offer in respect of Prologic Shares, the Forms of
Acceptance should be completed for shares held in certificated
form, signed and returned or electronic acceptances made in
accordance with the instructions set out in the Offer Document as
soon as possible and, in any event so as to be received or settled
by no later than 1.00 p.m. (London time) on 24 April 2012.
Enquiries:
West Hill Corporate Finance Limited
(Financial Adviser to ESWC)
Edward Williams Tel: 020 7464 8427
www.westhillcorpfin.com
West Hill Corporate Finance Limited ("West Hill"), which is
authorised and regulated by the FSA, is acting exclusively for ESWC
Acquisitions Ltd (the "Offeror") and no one else in connection with
the Offer and will not be responsible to anyone other than the
Offeror for providing the protections afforded to clients of West
Hill or for providing advice in connection with the Offer or any
other matters referred to herein.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City 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 p.m. (London time) on the 10th business
day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (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 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(s), 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 p.m. (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 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.
Overseas Jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about
and observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This announcement has been prepared for the purposes 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 and regulations of any jurisdiction outside of
England.
In particular, this announcement is not an offer which is being
made, directly or indirectly, in or into or by the use of the mails
of, or by any means or instrumentality (including, without
limitation, email, facsimile transmission, telex, telephone, the
internet or other forms of electronic transmission) of interstate
or foreign commerce, or of any facility of a national securities
exchange of a Restricted Jurisdiction and the Offer cannot be
accepted by any such use, means, instrumentality or facility from
or within a Restricted Jurisdiction.
Publication on website
A copy of the Offer Document will be available on the Prologic
website at www.prologic.com by no later than 5pm on 3 April
2012.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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