Statement re Offer
August 09 2010 - 2:00AM
UK Regulatory
TIDMPST
RNS Number : 7276Q
Pitney Bowes MapInfo UK Limited
09 August 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
9 August 2010
Recommended cash offer
for
Portrait Software plc ("Portrait")
by
Pitney Bowes MapInfo UK Limited, a wholly-owned subsidiary of Pitney Bowes Inc.
The Boards of Pitney Bowes MapInfo UK Limited (an indirect wholly-owned
subsidiary of Pitney Bowes Inc.) and Portrait refer to the announcement dated 10
June 2010 in respect of Pitney Bowes MapInfo UK Limited's recommended cash offer
for the entire issued and to be issued ordinary share capital of Portrait and
the Offer Document posted on 10 June 2010. The full terms of, and conditions to,
the Offer and the procedure for acceptance were set out in the Offer Document.
Offer update
Further to the announcement released by Pitney Bowes MapInfo UK Limited on 5
July 2010 declaring the Offer wholly unconditional, the Board of Pitney Bowes
MapInfo UK Limited announces that the Offer will be closed for acceptances on 25
August 2010. Portrait Shareholders who have not yet accepted the Offer are
encouraged to do so without delay.
Portrait Shareholders who hold Portrait Shares in certificated form (that is,
not in CREST), should complete, sign and return the Form of Acceptance in
accordance with paragraph 14.1 of Part 2 of the Offer Document. They should
return the Form of Acceptance (along with any valid share certificate(s) or
other documents of title using the reply-paid envelope that was enclosed with
the Offer Document (if they are posting within the United Kingdom)) as soon as
possible.
Portrait Shareholders who hold Portrait Shares in uncertificated form (that is,
in CREST), should comply with the procedure for acceptance set out in paragraph
14.2 of Part 2 of the Offer Document so as to ensure that their TTE Instruction
settles as soon as possible.
Cancellation of trading, re-registration and compulsory acquisition
Further to the announcement released by Pitney Bowes MapInfo UK Limited on 5
July 2010, Pitney Bowes MapInfo UK Limited has exercised its rights pursuant to
the provisions of Chapter 3 of Part 28 of the Companies Act to give notice of
its desire to acquire compulsorily the remaining Portrait Shares in respect of
which the Offer has not been accepted.
In addition, further to the announcement on cancellation of admission to trading
on AIM released by Portrait on 12 July 2010, the cancellation of admission to
trading of Portrait Shares on AIM will take effect from 7:00 am on 10 August
2010. Accordingly, today is the last day of dealings in Portrait Shares.
Cancellation of admission to trading on AIM of the Portrait Shares will
significantly reduce the liquidity and marketability of any Portrait Shares not
assented to the Offer. It is also intended that Portrait will be re-registered
as a private company under the relevant provisions of the Companies Act.
Settlement
Settlement of the consideration to which any Portrait Shareholder is entitled
under the Offer will be effected by the despatch of cheques or the crediting of
CREST accounts to validly accepting Portrait Shareholders, while the Offer
remains open for acceptance, within 14 calendar days of such receipt, in the
manner described in the Offer Document.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will
be available free of charge, subject to certain restrictions relating to persons
resident in Prohibited Jurisdictions, for inspection on the following websites
by no later than 12 noon on 10 August 2010:
www.investorrelations.pitneybowes.com
Terms defined in the Offer Document bear the same meanings where used in this
announcement.
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 is being made solely
through the Offer Document and, in the case of Portrait Shares in certificated
form, the Form of Acceptance, which 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.
The Offer is not being made, directly or indirectly, in, into or from, or by use
of the mails of, or by any means of instrumentality (including electronically or
by facsimile transmission, internet, email, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other securities
exchange of, the United States, Australia, Canada, Japan, the Republic of South
Africa or any other Prohibited Jurisdiction if to do so would constitute a
violation of the relevant laws in such other jurisdiction and, subject to
certain exceptions, the Offer cannot be accepted by any such use, means,
instrumentality or facility or from within the United States, Australia, Canada,
Japan, the Republic of South Africa or any other Prohibited Jurisdiction if to
do so would constitute a violation of the relevant laws in such other
jurisdiction. Accordingly, copies of this announcement, the Offer Document, the
Form of Acceptance and any related or accompanying document are not being, and
must not be, directly or indirectly, mailed, distributed, transmitted, forwarded
or otherwise sent, in whole or in part, in, into or from the United States,
Australia, Canada, Japan, the Republic of South Africa or any other Prohibited
Jurisdiction. Doing so may render invalid any purported acceptance of the
Offer. All Portrait Shareholders or other persons (including nominees, trustees
or custodians)receiving this announcement, the Offer Document, the Form of
Acceptance or any related or accompanying document should not distribute, mail,
transmit, forward or send them or any of them in, into or from the United
States, Australia, Canada, Japan, the Republic of South Africa or any other
Prohibited Jurisdiction or use such mails or any such means, instrumentality or
facility for any purpose related to the Offer.
It is the responsibility of each Overseas Shareholder to inform himself, herself
or itself about and observe any applicable legal requirements. No Overseas
Shareholder receiving a copy of this announcement and/or any other documentation
relating to the Offer in a Prohibited Jurisdiction may treat the same as
constituting an invitation or offer to him and in such circumstances, this
announcement and/or any other documentation relating to the Offer are sent for
information only. It is the responsibility of any Overseas Shareholder
receiving a copy of this announcement and/or any other documentation relating to
the Offer in any jurisdiction outside the United Kingdom who wishes to accept
the Offer to satisfy himself as to the full observance of the laws and
regulatory requirements of that jurisdiction in connection with the Offer,
including obtaining any governmental, exchange control or other consents which
may be required, and compliance with any other necessary formalities which need
to be observed and the payment of any transfer or other taxes or duties that may
be or become due under the laws of such jurisdiction. Any such Overseas
Shareholder will be responsible for any such transfer or other taxes or duties
by whomsoever payable and Pitney Bowes Inc. and Pitney Bowes MapInfo UK Limited
(and any person acting on behalf of Pitney Bowes Inc. or Pitney Bowes MapInfo UK
Limited) shall be fully indemnified and held harmless by such Overseas
Shareholder for any such transfer or other taxes or duties or other requisite
payments as Pitney Bowes Inc. or Pitney Bowes MapInfo UK Limited (and any person
acting on behalf of Pitney Bowes Inc. or Pitney Bowes MapInfo UK Limited) may be
required to pay.
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 England, including those of
the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPUGUCPRUPUPPR
Portrait Software (LSE:PST)
Historical Stock Chart
From Jun 2024 to Jul 2024
Portrait Software (LSE:PST)
Historical Stock Chart
From Jul 2023 to Jul 2024