For immediate release
Part 1 of 2
Not for release, publication or distribution in or into or from the United
States, Canada,
Australia or Japan
20 December 2006
iPoint-media plc
("iPoint" or the "Company")
Recommended all share offer for All New Video Plc ("ANV") to be made by
John East & Partners on behalf of iPoint
Summary
* The boards of ANV and iPoint are pleased to announce the terms of a
recommended all share offer for the whole of the issued and to be issued
share capital of ANV.
* iPoint has developed a suite of proprietary software products which enable
video calling over IP using 3G networks. iPoint's products allow two-way
interactive video communications using a mobile telephone. iPoint's
proprietary platform has enabled it to develop video calling applications
which can be provided by 3G operators to 3G mobile phone users.
* iPoint and ANV operate within the same segment of the 3G services market
and have been working together on a number of projects for mutual clients.
A combined entity could accelerate the growth rate of the combined
businesses and improve their respective operating mass. Both the iPoint
Directors and the ANV Directors believe that there is a synergy between
iPoint's and ANV's offering, and that the Enlarged Group will provide a
better value proposition to customers than separate offerings by each
company.
* The Offer will be 8 iPoint Shares for every 63 ANV Shares. On this basis,
the Offer values each ANV share at approximately 0.9p and the entire
existing issued and to be issued ordinary share capital of ANV at
approximately �0.8 million, based on the Closing Price of 7.25p per iPoint
Share on 19 December 2006, the last dealing day prior to the date of this
announcement. There will be no cash alternative.
* The Offer represents a discount of approximately 10 per cent. to the
Closing Price of 1p per ANV Share on 19 December 2006, the last dealing day
prior to the date of this announcement.
* The ANV Directors, who have been so advised by Teather & Greenwood,
consider the terms of the Offer to be fair and reasonable. In providing
advice to the ANV Directors, Teather & Greenwood has taken account of the
ANV Directors' commercial assessments.
* Accordingly, the ANV Directors will be unanimously recommending that ANV
Shareholders accept the Offer as they have irrevocably undertaken to do so
in respect of their own aggregate beneficial interest in ANV (comprising,
in aggregate, 39,889,513 ANV Shares and representing approximately 46.16
per cent. of the existing issued ordinary share capital of ANV). Such
undertakings will cease to be binding only if the Offer lapses or is
withdrawn or, in the case of the undertakings given by The Huntley Security
Pension Fund (which represents David Barton's interest in ANV Shares) and
Sovereign Group LLP (which represents Hugh de Lusignan's interest in ANV
Shares), in the event of an announcement of a higher competing offer,
provided that such competing offer is 20 per cent. higher in value per ANV
Share than the Offer.
* In addition, iPoint has also received irrevocable undertakings to accept
the Offer from certain other ANV Shareholders (details of which are set out
in Part 2 of this announcement) in respect of their entire holdings of, in
aggregate, 17,167,630 ANV Shares, representing approximately 19.87 per
cent. of ANV's existing issued ordinary share capital. Such undertakings
will cease to be binding if the Offer lapses or is withdrawn or, in the
case of the undertakings given by The Simon Hunt Pension Trust, in the
event of an announcement of a higher competing offer, provided that such
competing offer is 20 per cent. higher in value per ANV Share than the
Offer.
* In aggregate, iPoint has received irrevocable undertakings to accept the
Offer in respect of 57,057,143 ANV Shares, representing approximately 66
per cent. of ANV's existing issued ordinary share capital.
* The formal documentation relating to the Offer is expected to be despatched
to ANV Shareholders (other than certain Overseas Shareholders) as soon as
practicable and, in any event, within 28 days of this announcement, except
otherwise with the consent of the Panel.
* Commenting on the Offer, Muki Geller, Chief Executive of iPoint said:
"This is an attractive opportunity for ANV and fits within its stated strategy
of combining its business with another player engaged in the sector, with the
intention of significantly accelerating its growth rate and improving its
operating mass. The Enlarged Group would combine iPoint's successful platform
with ANV's hosting capability while generating economies of scale for both
businesses and benefits for both sets of shareholders."
* Commenting on the Offer, David Atkins, Chief Executive of ANV said:
"Given the slower than anticipated take-up of 3G and video-related services in
the telecom sector world-wide, the ANV Directors have concluded that the Offer
from iPoint, which enables ANV Shareholders to have a continuing equity
interest in the Enlarged Group, while safeguarding the employment rights of the
Company's experienced workforce, is the best option to promote the future
success of the Company."
This summary should be read in conjunction with the full text of the following
announcement. Appendix II contains the sources and bases for certain
information set out in this announcement. Appendix III to this announcement
contains definitions of certain expressions used in this summary and in this
announcement.
Enquiries:
Simon Clements
Bidhi Bhoma
John East & Partners Limited Tel: 020 7628 2200
(Financial Adviser to iPoint)
Jeff Keating
Gareth Price
Teather & Greenwood Limited Tel: 020 7426 9000
(Financial Adviser to ANV)
The iPoint Directors accept responsibility for the information contained in
this Announcement other than that relating to the ANV Group, the ANV Directors,
their immediate families, related trusts and connected persons. To the best of
the knowledge of the iPoint Directors (who have taken all reasonable care to
ensure that such is the case), the information contained in this Announcement
for which they are taking responsibility is in accordance with the facts and
contains no omission likely to affect the import of such information.
The ANV Directors accept responsibility for the information contained in this
Announcement relating to the ANV Group, themselves and their immediate
families, related trusts and connected persons. To the best of the knowledge of
the ANV Directors (who have taken all reasonable care to ensure that such is
the case), the information contained in this Announcement for which they taking
responsibility is in accordance with the facts and contains no omission likely
to affect the import of such information.
John East & Partners, which is authorised and regulated in the UK by the FSA,
is acting exclusively for iPoint and no one else in connection with the Offer
and will not be responsible to anyone other than iPoint for providing the
protections afforded to clients of John East & Partners nor for providing
advice in relation to the Offer or in relation to the contents of this
announcement or any transaction or arrangement referred to herein.
Teather & Greenwood, which is authorised and regulated in the UK by the FSA, is
acting exclusively for ANV and no one else in connection with the Offer and
will not be responsible to anyone other than ANV for providing the protections
afforded to clients of Teather & Greenwood nor for providing advice in relation
to the Offer or in relation to the contents of this announcement or any
transaction or arrangement referred to herein.
The Offer will not be made, directly or indirectly, and this announcement
should not be sent, in or into or from the United States, Canada, Australia or
Japan or by use of the mails or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce of, or any facilities of a national securities exchange of, any of
these jurisdictions and doing so may render invalid any purported acceptance of
the Offer. Accordingly, copies of this announcement and any other document
relating to the Offer are not being, and must not be, mailed or otherwise
distributed or sent in or into the United States, Canada, Australia or Japan.
Any person (including, without limitation, custodians, nominees and trustees)
who may have contractual or legal obligations, or may otherwise intend, to
forward this announcement to any jurisdiction outside the UK should read the
relevant provisions of the Offer Document before taking any action.
The availability of the Offer to persons not resident in the UK may be affected
by the laws of the relevant jurisdictions in which they are located. Persons
who are not resident in the UK should inform themselves about and observe any
applicable requirements.
This announcement does not constitute, or form part of, an offer or an
invitation to purchase or subscribe for any securities. The Offer will be made
solely by the Offer Document and the Form of Acceptance, which together will
contain the full terms and conditions of the Offer, including details of how
the Offer may be accepted.
This announcement contains certain statements that are or may be
forward-looking. These statements typically contain words such as "intends",
"expects", "anticipates", "estimates" and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, factors identified
elsewhere in this announcement as well as the following possibilities: future
revenues are lower than expected; costs of difficulties relating to the
integration of the businesses of iPoint and ANV, or of other future
acquisitions, are greater than expected; expected cost savings from the
transaction or from other future acquisitions are not fully realised or not
realised within the expected time frame; competitive pressures in the industry
increase; general economic conditions or conditions affecting the relevant
industries, whether internationally or in the places where iPoint and ANV do
business, are less favourable than expected; and/or conditions in the
securities market are less favourable than expected.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of iPoint or of ANV, all "dealings" in any "relevant
securities" of that company (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 3.30pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn 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 iPoint or of ANV, 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 Code, all "dealings" in "relevant
securities" of iPoint or of ANV or any of their respective "associates", must
be disclosed by no later than 12.00 noon (London time) on the London 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 Takeover 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 such 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 quotations marks in this section are defined in the Code, which can
also be found on the Panel's websites. If you are in any doubt as to whether or
not you are required to disclose a "dealing" under Rule 8, you should consult
the Panel.
Part 2 of 2
Not for release, publication or distribution in or into or from the United
States, Canada,
Australia or Japan
FOR IMMEDIATE RELEASE
20 December 2006
iPoint-media plc
Recommended all share offer for All New Video Plc to be made by John East &
Partners on behalf of iPoint-media plc.
* The Offer will be 8 New iPoint Shares for every 63 ANV Shares.
* iPoint has received undertakings to accept the Offer in respect of 57,057,
143 ANV Shares, representing approximately 66 per cent., in aggregate, of
the existing issued ordinary share capital of ANV, which will cease to be
binding only if the Offer lapses or is withdrawn or, in the case of certain
shareholders who own 8,495,004 of such ANV Shares representing
approximately 9.83 per cent., in aggregate, of the existing issued ordinary
share capital of ANV, in the event of an announcement of a higher competing
offer, provided that such competing offer is 20 per cent. higher in value
per ANV Share than the Offer.
1. Introduction
The boards of iPoint and ANV are pleased to announce the terms of a recommended
all share offer, to be made by John East & Partners for and on behalf of
iPoint, to acquire the entire issued and to be issued share capital of ANV. The
ANV Directors unanimously intend to recommend the Offer.
2. Terms of the Offer
The Offer, which will be made on the terms and subject to the conditions set
out below and in Appendix 1 to this announcement, and subject to the further
terms to be set out in the Offer Document and in the Form of Acceptance, will
be made on the following basis:
8 New iPoint Shares for every 63 ANV Shares held
The Offer values each ANV Share at 0.9p, based on the Closing Price of 7.25p
per iPoint Share on 19 December 2006, the last dealing day prior to the
announcement of the Offer and values the whole of ANV's existing issued share
capital at approximately �0.8 million. There will be no cash alternative.
The Offer represents a discount of approximately 10 per cent. to the Closing
Price of 1p per ANV Share on 19 December 2006, the last dealing day prior to
the date of this announcement.
The Offer extends to all ANV Shares unconditionally allotted or issued and
fully paid on the date of the Offer. The Offer also extends to any ANV Shares
which are unconditionally allotted or issued and fully paid while the Offer
remains open for acceptance (or by such earlier date as iPoint may, subject to
the Code or with the consent of the Panel, determine).
The ANV Shares will be acquired free from all liens, charges and encumbrances
and together with all rights now and hereafter attaching thereto. Fractions of
New iPoint Shares will not be issued to Accepting ANV Shareholders. Accepting
ANV Shareholders will be issued with whole numbers of New iPoint Shares, with
any fractional entitlements rounded down to the nearest whole New iPoint Share.
The New iPoint Shares to be issued pursuant to the Offer represent 10.71 per
cent. of the Enlarged Issued Share Capital. Details of the further terms of and
conditions to the Offer are set out below and in Appendix I to this
announcement.
3. Background to and reasons for the Offer
iPoint and ANV operate within the same segment of the 3G services market and
have been working together on a number of projects for mutual clients. It was
during this collaboration that it became apparent to both companies that a
combined entity could accelerate the growth rate of the combined businesses and
improve their respective operating mass. Whilst iPoint's business continues to
perform in line with iPoint Directors' expectations and it continues to receive
mandates from significant operators in the 3G market, ANV's penetration into
the market has been a little slower, which is perhaps reflective of the fact
that it is still an early market.
iPoint is a technology vendor and has developed a video calling platform which
is sold to customers though sales channels and partners. ANV's business
proposition is based on hosted services as it owns the platform and maintains
it while the customer pays a monthly fee for the platform usage and support.
There are certain circumstances in which the sale of a software licence by
iPoint cannot be achieved due to the high level of initial investment required
by the customer. Some customers prefer to focus on their core business which is
service and content delivery and not hosting or platform maintenance. For these
customers, ANV's service offering based on the iPoint platform may be very
attractive. This service offering has the potential to broaden iPoint's
customer base because barriers to entry are reduced. Where iPoint and ANV have
cooperated on projects, this model has proved to be effective and attractive to
customers.
Both the iPoint Directors and the ANV Directors believe that there is a synergy
between iPoint's and ANV's offering, and that the Enlarged Group will provide a
better value proposition to customers than a separate offering by each company.
A combined company would have a comprehensive business proposition to
customers consisting of the sale of a software licence (where the customer
"owns" the right to use the platform) or the provision of a service (where the
customer pays a monthly fee for the platform usage). A joint offering would
introduce a flexible pricing scheme which would be more attractive to a greater
range of customers.
By combining the two companies, the iPoint Directors and the ANV Directors
believe that they would be able to broaden their current customer base and
engage market participants whom they were not able to previously reach.
4. Irrevocable undertakings to accept the Offer
iPoint has received irrevocable undertakings from the ANV Directors to accept,
or to procure the acceptance of, the Offer in respect of their entire
beneficial holdings of 39,889,513 ANV Shares representing, in aggregate,
approximately 46.16 per cent. of the existing issued share capital of ANV. Such
undertakings will cease to be binding only if the Offer lapses or is withdrawn
or, in the case of the undertakings given by The Huntley Security Pension Fund
(which represents David Barton's interest in ANV Shares) and Sovereign Group
LLP (which represents Hugh de Lusignan's interest in ANV Shares), in the event
of an announcement of a higher competing offer, provided that such competing
offer is 20 per cent. higher in value per ANV Share than the Offer.
iPoint has also received irrevocable undertakings to accept the Offer from
certain other ANV Shareholders in respect of their entire holdings of, in
aggregate, 17,167,630 ANV Shares, representing approximately 19.87 per cent. of
ANV's existing issued ordinary share capital. Such undertakings will cease to
be binding only if the Offer lapses or is withdrawn. The undertaking given by
The Simon Hunt Pension Trust will cease to be binding in the event of the
announcement of a higher competing offer, provided that such competing offer is
20 per cent. higher in value per ANV Share than the Offer, or if the Offer
lapses or is withdrawn.
In aggregate, iPoint has received irrevocable undertakings to accept the Offer
in respect of 57,057,143 ANV Shares, representing 66.03 per cent. of ANV's
existing issued ordinary share capital.
5. Information on iPoint
iPoint is the holding company for the iPoint Group. The iPoint Group began
operations in 2001 by developing a video application platform for IP networks.
Until 2004, iPoint focused on video applications for internet service
providers, value added service providers and content providers. In late 2004,
iPoint identified new opportunities in the emerging market of 3G mobile video
telephony and focused its activities on product delivery for this market.
Having changed its name to iPoint-media plc, Elm Investments plc, acquired
iPoint USA Corporation and its enlarged issued share capital was admitted to
AIM on 20 September 2006.
iPoint has developed a suite of proprietary software products which enable
video calling over IP using 3G networks. The video media distribution through
iPoint's `Vitrage' hosted application is based on and is compatible with
industry standard protocols. Before the advent of 3G, mobile phone users
accessed the internet by using WAP downloads or video streaming, which only
provides for one-way video and audio. The `Vitrage' 3G video calling
applications platform allows two-way interactive video communications. This has
enabled iPoint to develop video calling applications which can be provided by
3G operators to 3G mobile phone users. iPoint's products are described in more
detail below. iPoint currently employs 17 people.
iPoint's principal products are based on its Vitrage video application
platforms. Vitrage is a complete suite of applications designed for
implementing video telephony. Vitrage is used by telecommunications operators
to provide services such as video call centres. It is designed to operate in a
hosting environment and allows telecommunications operators to license video
call centre businesses, which use video services without the need to make
significant investment.
iPoint licenses its products and services to mobile and fixed line
telecommunications operators, 3G service providers, known as "aggregators", and
content providers and media companies. It will receive, on a revenue sharing or
licensing basis, a fee for providing its clients with the ability to
incorporate Vitrage technology into their products.
In 2005, iPoint licensed a Vitrage VIC system to an OEM partner for supply to a
major mobile operator in South Africa. Additional projects are in various
phases of implementation with telecommunication operators in Europe, system
integrators and service providers. iPoint currently has contracts in place with
three telecommunications operators, three system integrators, six service
providers and two content aggregators.
iPoint charges its customers fees based upon the number of simultaneous
connections with end users. It licenses its products on an annual or perpetual
basis depending on customer requirements and additional fees are incurred by
customers on annual support and maintenance fees which are calculated as a
percentage of the licence fee payable.
Detailed financial information on the iPoint Group for the three financial
years ended 31 December 2005 will be set out in the Offer Document which will
be despatched to ANV Shareholders as soon as practicable and, in any event,
within 28 days of this announcement, except otherwise with the consent of the
Panel. Summarised historical results of iPoint-media Ltd, which is incorporated
in Israel and is iPoint's main trading subsidiary, as set out below have been
extracted from iPoint-media Ltd's audited accounts.
Year ended Year ended Year ended
31 December 31 December 31 December
2005 2004 2003
US$ US$ US$
Revenue 678,357 508,789 623,468
Exceptional charge in (846,867) - -
respect of share options
granted to employees
Loss from ordinary (1,690,945) (1,310,810) (378,602)
activities before income tax
and finance costs
Loss before income tax (1,729,219) (1,419,188) (472,383)
6. Information on ANV
ANV is the holding company for the All New Video Group. The ANV Group offers a
wide range of video services across both fixed line and mobile telephony
platforms. David Atkins, CEO of the ANV Group, established ANV's business in
2002. He had previously jointly founded Videoweb Limited, a video conferencing
business, which was sold in 1999 for a total value of �6.7 million to Genesys
SA, a NASDAQ quoted company.
ANV was formed to exploit what its then directors believed was a high growth
market in video calling, video conferencing and other video-related services on
3G mobile phones.
Detailed financial information on ANV for the 16 month financial period ended
31 May 2006 will be set out in the Offer Document which will be despatched to
ANV Shareholders as soon as practicable and, in any event, within 28 days of
this announcement, except otherwise with the consent of the Panel. The
summarised historical results of ANV set out below have been extracted from
financial information which will be set out in the Offer Document.
16 months ended
31 May 2006
�
Revenue 537,139
Operating loss before exceptionals (768,357)
Impairment of goodwill (3,036,946)
Loss before tax (3,787,735)
ANV is the holder of the entire issued share capital of All New Video (UK)
Limited. All New Video (UK) Limited has called for the unpaid element of its
share capital, in the sum of �160,000, to be paid up by ANV. The sum of �
160,000 is owing from certain former shareholders to ANV who received unpaid
shares in All New Video (UK) Limited. ANV has received acknowledgements of
this debt and undertakings to pay in respect of �125,000 of the �160,000. ANV
has reserved its position to seek to recover any unpaid amounts of the �
160,000 in due course.
7. Current Trading and Prospects
iPoint
Until 2005, substantially most of the Group's revenue (relating to the Group's
former line of products) had been derived from a single customer, Deutsche
Telecom AG, which cancelled its agreement with the Group during the fourth
quarter of 2004. In 2005 the Group received mandates for five projects from
customers. In the first half of 2006 the Group received a further five mandates
for projects, most of which are from new customers. More recently, Siemens
Italy has implemented an innovative 3G Video call centre in Italy based on
iPoint's platform. iPoint has also sold the platform to a leading mobile
operator in Israel to enable it to provide 3G interactive video services. The
Group's current trading continues to be in line with management expectations
for the current financial year to 31 December 2006.*
(* Note: This statement does not constitute a profit forecast nor should it be
interpreted to mean that future earnings per iPoint Share following the Offer
becoming or being declared unconditional in all respects will necessarily match
or exceed historical earnings per iPoint Share.)
ANV
As reported in its audited preliminary results for the 16 month period ended 31
May 2006, as announced on 31 August 2006, ANV made a loss before taxation of �
3,787,735. The loss for the period includes goodwill impairment of �3,036,946,
while the trading loss for the period, excluding the impairment of goodwill
amounted to �750,789. The company at that time reported a cash position of �
129,722.
Since the year end, ANV's revenues and gross profit have been ahead of
management expectations. However, despite a critical review of overheads and
the implementation of a number of cost-cutting measures, overheads have also
been higher than expected. As a result, ANV has continued to be loss-making
and remains some time away from trading at a break-even level.
ANV has won some significant business since its admission to AIM in August
2005, in particular the contract with the BBC, which has generated significant
interest in ANV's services from other television broadcasters, both in the UK
and abroad.
Nevertheless as previously announced by ANV, the `take up' of its services has
been significantly below what had been projected at the time of the reverse
takeover. While the company currently has access to sufficient funding for the
foreseeable future, the ANV Directors believe that ANV will become increasingly
capital constrained during 2007, particularly given the long term nature of the
sales cycle in the industry. With the lower than expected level of take up and
the continuing losses, combined with participation in a fast-moving industry
which sees the regular introduction of new competition, ANV is likely to face
difficulties in obtaining new debt finance on terms acceptable to the company,
and with the current position of the company and difficult conditions on the
AIM market cannot rely on being able to raise new equity financing when
required.
Board, management and employees
The members of the iPoint Board will continue to be responsible for their
respective functions in the Enlarged Group.
The iPoint Board has given assurances to the ANV Board that the existing
employment rights, including pension rights, of all employees of ANV will be
fully safeguarded. It is the intention of the iPoint Board to leave ANV's UK
place of business unchanged.
8. Further terms of the Offer
The New iPoint Shares will be issued credited as fully paid and free from all
liens, equities, charges, encumbrances and other interests. The New iPoint
Shares will be identical to and rank pari passu in all respects with the
existing issued iPoint Shares, including the right to receive and retain all
dividends and other distributions declared, made or paid thereafter.
The Offer will also be subject to the conditions and further terms set out in
Appendix I to this announcement and the further terms and conditions to be set
out in the Offer Document and Form of Acceptance.
9. Directors
If the Offer is declared unconditional in all respects, the iPoint Directors
will continue as the directors of the Enlarged Group and the ANV Directors will
step down, except for David Atkins and Lee Woodland who will continue as
directors of ANV Limited, ANV's trading subsidiary. The biographies of the
iPoint Directors are set out below:
Efraim Sagi, (Non-executive Director and Chairman), aged 50, holds a B.S.C. in
Electronic Engineering from the Technion - Israel Insitute of Technology.
Between 1980 and 1986, Mr. Sagi served as a marketing director in Tadiran Ltd.,
where he was involved in the marketing of telecommunications equipment. Mr.
Sagi was one of the founders of Nisko Industries, which, at the time, was in
the business of producing and marketing of electric meters. Mr. Sagi also
established, together with the other founders of Nisko Industries, the
components division of Nisko Industries. Mr. Sagi serves as the President and
Chief Executive of Nisko Industries and as the Chief Executive of Nisko
Projects (1999), the components division of Nisko Industries. He also acts as a
director and/or as executive officer in other various subsidaries of Nisko
Industries. Mr. Sagi is engaged in pursuing and indentifying areas of further
investment in the Nisko Industries group and other opportunities in the
telecommunications and semi-conductor industries.
Shmuel (Muki) Geller, (Chief Executive), aged 58, founded the Imagine group of
companies in 1995. Prior to that, Mr Geller was the general manager and
co-founder of FG & Co. Technology Transfer, a high-technology marketing
consultancy firm specialising in the European telecommunication markets, with
offices in Zurich and Israel, and clients which included leading German, Swiss,
Israeli and US communication companies. Mr Geller founded iPoint in 2001.
Efraim Bazia, (Finance Director), aged 42, holds a B.A. in economics and
accounting from Tel Aviv University. Mr. Bazia is a former partner of two firms
of chartered accountants, Rabinovich-Bazia Certified Public Accountants and
Tenenbaum-Bar Levav Certified Public Accountants. He has experience in raising
capital on both the private and public markets and since December 2000 has
served as the chief financial officer of Nisko Projects and Nisko Industries,
which are both listed on the Tel Aviv Stock Exchange. Mr Bazia is a director of
Arazim Investments Ltd, which is listed on the Tel Aviv Stock Exchange and also
a director of Mel-SIVAN Technologies Ltd. (a company in the Nisko group of
companies).
Gerald Raingold, (Non-executive Director), aged 62, is the executive chairman
of Dawnay Day Corporate Finance Limited, the investment banking and corporate
advisory division of the Dawnay Day Group, the London based financial services
group. He is a non-executive director of Cardif Pinnacle Insurance Holdings
plc, the creditor insurance group, a non-executive director of Simmons Bedding
Group plc, the UK furniture manufacturing group and has been a non-executive
director of a number of private companies.
In the 17 years prior to joining the Dawnay Day Group, he held senior
management positions within the BNP/Paribas Group where he was deputy managing
director of the London branch of Banque Paribas.
Mr Raingold is a chartered accountant and a graduate of the London Business
School (Sloan MBA Programme).
Clive Garston, (Non-executive Director), aged 61, is a solicitor and member of
Halliwells LLP. He joined the firm (then called Halliwell Landau) in 1978 and
specialises in corporate finance and mergers and acquisitions. He was senior
partner of the firm between 1989 and 1995 and the senior partner of the firm's
London office until October 2005. He has been a non-executive director of a
number of quoted and unquoted companies and is, currently, the chairman of
Ultimate Finance Group Plc. He is a Fellow of the Securities Institute and a
member of the London Council of the CBI.
10. Options over ANV Shares
The Offer extends to any ANV Shares issued or unconditionally allotted and
fully paid (or credited as fully paid) while the Offer remains open for
acceptance (or, subject to the Code, by such earlier date as iPoint may
decide).
11. Admission to trading on AIM and dealings in New iPoint Shares
It is iPoint's intention that, following the Offer becoming or being declared
unconditional in all respects (save only for Admission), iPoint will apply for
the New iPoint Shares to be admitted to trading on AIM. It is expected that
Admission will become effective and that dealings will commence in the New
iPoint Shares as soon as is practicable, in accordance with the AIM Rules,
after the Offer becomes or is declared unconditional in all respects (save only
for Admission).
12. Compulsory acquisition and de-listing
iPoint intends, assuming it becomes so entitled, to use the procedures set out
in sections 428 to 430F (inclusive) of the Act (or part 28 of the Companies Act
2006 as the case may be) to acquire compulsorily any remaining ANV Shares
following the Offer becoming or being declared unconditional in all respects.
When the Offer becomes or is declared unconditional in all respects, iPoint
intends to procure the making of an application by ANV to the London Stock
Exchange for the cancellation of the admission to trading of ANV Shares on AIM.
It is anticipated that cancellation of admission to trading will take effect no
earlier than 20 business days after the Offer becomes or is declared
unconditional in all respects. The cancellation of admission to trading on AIM
of ANV Shares will significantly reduce the liquidity and marketability of any
ANV Shares not assented to the Offer and their value may be affected in
consequence.
13. Overseas Shareholders
The availability of the Offer to Overseas Shareholders may be affected by the
laws of the relevant jurisdictions. Overseas Shareholders should inform
themselves about and observe any applicable requirements in relation to the
Offer.
The Offer is not being, and will not be, made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone or e-mail) of
interstate or foreign commerce of, or by any facilities of a national
securities exchange of, the United States, Canada, Australia or Japan and
cannot be accepted by any such use, means, instrumentality or facility or from
within the United States, Canada, Australia or Japan. Accordingly, copies of
this document and the Form of Acceptance and any other documents related to the
Offer are not being, and must not be, mailed or otherwise distributed or sent
in or into the United States, Canada, Australia or Japan.
14. Recommendation
The ANV Directors, who have been so advised by Teather & Greenwood, consider
the terms of the Offer to be fair and reasonable. In providing advice to the
ANV Directors, Teather & Greenwood has taken account of the ANV Directors'
commercial assessments. Accordingly, the ANV Directors will be unanimously
recommending that ANV Shareholders accept the Offer as they have irrevocably
undertaken to do so in respect of their own aggregate beneficial interest in
ANV (comprising, in aggregate, 39,889,513 ANV Shares and representing
approximately 46.16 per cent. of the existing issued ordinary share capital of
ANV.)
15. Disclosure of interests in ANV
Other than pursuant to the undertakings referred to in paragraph 4 of this
announcement, neither iPoint nor, so far as iPoint is aware, any party acting
in concert with iPoint for the purposes of the Code, owns or controls, or holds
any option over or has entered into any derivative referenced to, securities of
ANV which remain outstanding on 19 December 2006, being the last dealing day
prior to the announcement of the Offer.
16. General
The Offer will be open for at least 21 days from the date of the Offer
Document. It is expected that the Offer Document will be despatched to ANV
Shareholders as soon as practicable and, in any event, within 28 days of this
announcement, except otherwise with the consent of the Panel. This announcement
is not intended to and does not constitute an offer or an invitation to
purchase any securities. The conditions and principal further terms of the
Offer are set out in Appendix I to this announcement. The Offer will be subject
to the further terms and conditions set out in the Offer Document and the Form
of Acceptance. The definitions of terms used in this announcement are contained
in Appendix III to this announcement.
Simon Clements
Bidhi Bhoma
John East & Partners Limited Tel: 020 7628 2200
(Financial Adviser to iPoint)
Jeff Keating
Gareth Price
Teather & Greenwood Limited Tel: 020 7426 9000
(Financial Adviser to ANV)
John East & Partners Limited, which is authorised and regulated in the UK by
the Financial Services Authority, is acting exclusively for iPoint and no one
else in connection with the Offer and will not be responsible to anyone other
than iPoint for providing the protections afforded to clients of John East &
Partners Limited nor for providing advice in relation to the Offer or in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.
Teather & Greenwood Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for ANV and
no one else in connection with the Offer and will not be responsible to anyone
other than ANV for providing the protections afforded to clients of Teather &
Greenwood Limited nor for providing advice in relation to the Offer or in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.
The Offer will not be made, directly or indirectly, and this announcement
should not be sent, in or into or from the United States, Canada, Australia or
Japan or by use of the mails or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce of, or any facilities of a national securities exchange of, any of
these jurisdictions and doing so may render invalid any purported acceptance of
the Offer. Accordingly, copies of this announcement and any other document
relating to the Offer are not being, and must not be, mailed or otherwise
distributed or sent in or into the United States, Canada, Australia or Japan.
Any person (including, without limitation, custodians, nominees and trustees)
who may have contractual or legal obligations, or may otherwise intend, to
forward this announcement to any jurisdiction outside the UK should read the
relevant provisions of the Offer Document before taking any action.
The availability of the Offer to persons not resident in the UK may be affected
by the laws of the relevant jurisdictions in which they are located. Persons
who are not resident in the UK should inform themselves about and observe any
applicable requirements.
This announcement is not intended to and does not constitute, or form part of,
an offer or any solicitation of an offer or an invitation to purchase any
securities.
This announcement contains certain statements that are or may be
forward-looking. These statements typically contain words such as "intends",
"expects", "anticipates", "estimates" and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, factors identified
elsewhere in this announcement as well as the following possibilities: future
revenues are lower than expected; costs of difficulties relating to the
integration of the businesses of iPoint and ANV, or of other future
acquisitions, are greater than expected; expected cost savings from the
transaction or from other future acquisitions are not fully realised or not
realised within the expected time frame; competitive pressures in the industry
increase; general economic conditions or conditions affecting the relevant
industries, whether internationally or in the places where iPoint and ANV do
business, are less favourable than expected; and/or conditions in the
securities market are less favourable than expected.
The financial information set out in this announcement relating to iPoint does
not constitute statutory accounts within the meaning of section 240 of the Act.
Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global), have given an
unqualified audit report on the statutory accounts of ipoint-media Ltd., the
main trading subsidiary of iPoint for the three financial years ended 31
December 2003, 2004 and 2005.
The financial information set out in this announcement relating to ANV does not
constitute statutory accounts within the meaning of section 240 of the Act. MRI
Moores Rowland LLP, Chartered Accountants, have given unqualified audit reports
on the statutory accounts of ANV for the 16 month period ended 31 May 2006.
Statutory accounts of the ANV Group for the period ended 31 May 2006 have been
delivered to the Registrar of Companies in England and Wales.
Appendix I
Conditions and further terms of the Offer
1. Conditions and certain terms of the Offer
The Offer will comply with the applicable rules and regulations of the Code and
the AIM Rules, will be governed by English law and will be subject to the
jurisdiction of the Courts of England and Wales. The Offer will be subject to
the terms and conditions to be set out in the Offer Document and the
accompanying Form of Acceptance and will be subject to the following
conditions:
a. valid acceptances being received (and not, where permitted, withdrawn) by
no later than 3.00pm on the first closing date, which will be 21 days after
the posting of the Offer Document, which is due to be dispatched as soon as
practicable and, in any event, within 28 days of this announcement, except
otherwise with the consent of the Panel. in respect of not less than 90 per
cent. in nominal value (or such lesser percentage as iPoint may decide) of
the ANV Shares to which the Offer relates, provided that this condition
shall not be satisfied unless iPoint and/or its wholly-owned subsidiaries
shall have acquired or agreed to acquire, whether pursuant to the Offer or
otherwise, ANV Shares carrying, in aggregate, more than 50 per cent. of the
voting rights normally exerciseable at general meetings of ANV, including
for this purpose (to the extent, if any, required by the Panel) any such
voting rights attaching to any ANV Shares which are unconditionally
allotted or issued fully paid (or credited as fully paid) before the Offer
becomes or is declared unconditional as to acceptances, whether pursuant to
the exercise of any subscription or conversion rights or otherwise. For the
purposes of this condition:
(i) the expression "ANV Shares to which the Offer relates" shall be construed
in accordance with sections 428-430F (inclusive) of the Act;
ii. ANV Shares which have been unconditionally allotted but not issued shall be
deemed to carry the voting rights which they will carry on issue; and
iii. valid acceptances shall be deemed to have been received in respect of ANV
Shares which are treated for the purposes of section 429(8) of the Act as
having been acquired or contracted to be acquired by iPoint by virtue of
acceptances of the Offer.
b. save as disclosed in ANV's report and accounts for the 16 month period
ended 31 May 2006, as publicly announced by ANV by the delivery of an
announcement to a Regulatory Information Service prior to 19 December 2006,
or as fairly disclosed in writing to iPoint or its financial or
professional advisers prior to 19 December 2006, (such public
announcements, disclosures or information being referred to in these terms
and conditions as being "revealed"), there being no provision of any
agreement, authorisation, arrangement, franchise, consent, lease, licence,
permit or other instrument to which any member of the ANV Group is a party
or by or to which any such member or any of its material assets may be
bound, entitled or subject, which as a result of the Offer or the proposed
acquisition by iPoint of any shares in, or control of, ANV or otherwise, is
reasonably likely to result (in each case to an extent which is material in
the context of the ANV Group taken as a whole) in:
(i) any monies borrowed by, or any other material indebtedness, actual or
contingent, of or any grant available to, any such member being or becoming
repayable or capable of being declared repayable immediately or earlier than
its stated maturity date, or the ability of any such member to borrow monies or
incur any material indebtedness being withdrawn, prohibited or inhibited or
becoming capable of being withdrawn, prohibited or inhibited;
(ii) any such agreement, authorisation, arrangement, franchise, consent, lease,
licence, permit or other instrument or the rights, liabilities, obligations or
interests of any such member thereunder being or becoming capable of being
terminated or materially and adversely modified or affected;
(iii) the business of any such member in or with any other person, firm,
company or body (or any arrangements relating to such business) being
terminated, materially and modified or adversely affected;
(iv) any material assets or material interests of any such member being or
falling to be disposed of or charged or ceasing to be available to any such
member or any right arising under which any such asset or interest could be
required to be disposed of or charged or could cease to be available to any
such member otherwise than in the ordinary course of business;
(v) the creation of any mortgage, charge or other security interest over the
whole or any part of the business, property or assets of any such member or any
such security (whenever created, arising or having arisen) becoming enforceable
or being enforced;
(vi) the financial or trading position or profits of any member of the Wider
ANV Group being materially and adversely prejudiced or affected;
(vii) the creation of any material liabilities (actual or contingent) (other
than in the ordinary course of business) by any member of the Wider ANV Group;
(viii) any such member ceasing to be able to carry on business under any name
under which it presently does;
and no event having occurred which, under any provisions of any such
arrangement, franchise, consent, lease, licence, permit or other instrument,
would reasonably expected to result in any of the events or circumstances which
are referred to in paragraph (i) to (viii) of this condition (b) in any case to
an extent which is or would be material in the context of the Wider ANV Group
taken as a whole;
c. no government, government department or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body
or authority (including, without limitation, any national anti-trust or
merger control authority or Pensions Regulator), court, trade agency,
institution or any other similar body or person whatsoever in any
jurisdiction (each a "Third Party" and all collectively "Third Parties")
having instituted or implemented or threatened, or having decided to
institute, implement or threaten, any action, proceeding, suit,
investigation, enquiry or reference or having made, proposed or enacted any
statute, regulation, order or decision or taken any other steps which is
reasonably likely to (in each case to an extent which is material in the
context of the Wider ANV Group or the Wider iPoint Group, as the case may
be, in each case taken as a whole):
(i) make the Offer or its implementation or the Acquisition or the proposed
acquisition by iPoint of all or any ANV Shares, or the acquisition or proposed
acquisition of other securities in, or control of, ANV by iPoint, void, illegal
and/or unenforceable under the laws of any relevant jurisdiction, or otherwise,
directly or indirectly, restrain, restrict, prohibit, challenge, frustrate,
materially delay or interfere with the same, or impose additional material
conditions or obligations with respect thereto, or otherwise require material
amendment to the terms of the Offer or any such acquisition (including, without
limitation, taking any steps which would entitle the ANV Directors to require
iPoint to dispose of all or some of its ANV Shares or restrict the ability of
iPoint to exercise voting rights in respect of some or all of such ANV Shares);
(ii) require, prevent or delay the divestiture, or alter the terms envisaged
for any proposed divestiture, by any member of the Wider iPoint Group or any
member of the Wider ANV Group of all of any material portion of their
respective businesses, assets or properties or impose any limitation on the
ability of any of them to conduct their respective businesses or to own any of
their respective assets or property to an extent which is material in the
context of the Wider iPoint Group or the Wider ANV Group taken as a whole,
respectively;
(iii) impose any material limitation on, or result in a material delay in, the
ability of any member of the Wider iPoint Group to acquire or hold or exercise
effectively, directly or indirectly, all or any rights of ownership in respect
of shares or other securities (or the equivalent) in any member of the Wider
ANV Group or to exercise management control over any such member;
(iv) otherwise materially and adversely affect in any respect any or all of the
businesses, assets or profits of any member of the Wider iPoint Group or any
member of the Wider ANV Group respectively in each case, to an extent which is
material in the context of the Offer or either such Group taken as a whole;
(v) result in any member of the Wider ANV Group ceasing to be able to carry on
business or impose any limitation on the ability of any member of the Wider
iPoint Group or any member of the Wider ANV Group to integrate or co-ordinate
its business, or any part of it, with the business of any member of the Wider
ANV Group or the Wider iPoint Group to an extent that is material in the
context of the Wider iPoint Group or the Wider ANV Group;
vi. save pursuant to the Offer or Part XIIIA of the Act, require any member of
the Wider iPoint Group or of the Wider ANV Group to offer to acquire any
shares or other securities) in any member of the Wider ANV Group owned by
any third party; and
vii. impose any charge, lien, contribution notice, financial support direction
or restoration order on any member of the Wider iPoint Group or any member
of the Wider ANV Group respectively or over any or all of their respective
businesses, material assets or profits in respect of the ANV Pension Plan
or otherwise;
and all applicable waiting and other time periods during which any such Third
Party could take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference under the laws of any relevant
jurisdiction or enact any such statute, regulation, order or decision or take
any steps having expired, lapsed or been terminated;
d. all authorisations, orders, recognitions, grants, determinations, consents,
licences, confirmations, clearances, certificates, permissions and
approvals (each an "Authorisation") which iPoint reasonably deems necessary
in any relevant jurisdiction for or in respect of the Offer or the proposed
acquisition of any shares or other securities in, or control of, ANV or any
other member of the Wider ANV Group by any member of the Wider iPoint Group
or the carrying on by any member of the Wider ANV Group of its business
having been obtained, in terms and in a form reasonably satisfactory to
iPoint from all appropriate third parties or from any persons or bodies
with whom any member of the Wider ANV Group has entered into contractual
arrangements, in each case where the absence of such Authorisation from
such a person might have a material adverse effect on the Wider ANV Group
(taken as a whole) and all such Authorisations remaining in full force and
effect and there being no notice or public intimation of any intention to
revoke, withdraw, withhold, suspend, restrict, modify, amend or not to
renew any of the same;
e. all notifications and filings which are necessary having been made, all
appropriate waiting and other time periods (including any extensions of
such waiting and other time periods) under any applicable legislation or
regulation of any relevant jurisdiction having expired, lapsed or been
terminated (as appropriate) and all necessary statutory or regulatory
obligations in any relevant jurisdiction having been complied with in each
case in connection with the Offer or the Acquisition or the proposed
acquisition of any shares or other securities in, or control of, ANV or any
other member of the Wider ANV Group by any member of the Wider iPoint Group
where, in each case, the absence of such compliance might have a material
and adverse effect on the business of any member of the Wider ANV Group;
f. save as revealed, no member of the Wider ANV Group having:
(i) (save as between ANV and wholly-owned subsidiaries of ANV), issued, agreed
to issue, authorised or proposed the issue or grant of additional shares of any
class, or securities convertible into, or rights, warrants or options to
subscribe for, or acquire, any such shares or convertible securities or
redeemed, purchased or reduced or announced any proposal to redeem, purchase or
reduce any part of its share capital;
(ii) recommended, declared, paid or made or proposed to declare, pay or make
any bonus, dividend or other distribution whether payable in cash or otherwise,
other than to ANV or wholly-owned subsidiaries of ANV;
(iii) (save as between ANV and wholly-owned subsidiaries of ANV) merged with or
demerged any body corporate or acquired or disposed of or transferred,
mortgaged or charged or created any security interest over any assets or any
rights, title or interest in any asset (including shares and trade
investments), or authorised or proposed or announced any intention to propose
any merger, demerger, acquisition, disposal, transfer, mortgage or charge or
the creation of any security interest over the same (other than in the ordinary
course of business and being material in the context of the Wider ANV Group
taken as a whole);
(iv) (save as between ANV and wholly-owned subsidiaries of ANV), authorised or
proposed, or announced any intention to propose, any change in its share or
loan capital including the purchase of any of its own shares;
(v) issued, authorised or proposed the issue of or made any change in or to any
debentures or incurred or increased any indebtedness, save for intra-group
indebtness, or become subject to a liability (actual or contingent) which in
any case is outside the ordinary course of business and material in the context
of the Wider ANV Group taken as a whole;
(vi) entered into, implemented, effected, varied, authorised or proposed any
contract, reconstruction, amalgamation, scheme, commitment, merger, demerger or
other transaction or arrangement or waived or compromised any claim in respect
of itself or another member of the Wider ANV Group, in each case otherwise than
in the ordinary course of business, which in any case is material in the
context of the Wider ANV Group taken as a whole;
(vii) proposed any voluntary winding up;
(viii) terminated or varied the terms of any agreement between any member of
the Wider ANV Group and any other person in a manner which is likely to have a
material adverse effect on the position of the Wider ANV Group;
(ix) proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the Wider ANV Group which,
taken as a whole, are material in the context of the Wider ANV Group taken as a
whole;
(x) entered into, varied, or authorised any agreement, transaction, arrangement
or commitment (whether in respect of capital expenditure or otherwise) which:
A. is of a long term, onerous or unusual nature or magnitude or which is or
could involve an obligation of such nature or magnitude; or
B. is other than in the ordinary course of business;
and which in any such case is material in the context of the Wider ANV Group
taken as a whole;
(xi) entered into or changed the terms of any contract, agreement or
arrangement with any director or senior executive of any member of the Wider
ANV Group in any material respect;
(xii) taken any corporate action or had any legal proceedings instituted or
threatened against it or petition presented or order made for its winding-up
(voluntarily or otherwise), dissolution or reorganisation or for the
appointment of a receiver, trustee, administrator, administrative receiver or
similar officer of all or any material part of its assets and revenues or any
analogous or equivalent steps or proceedings in or under the laws of any
jurisdiction having occurred or there having been appointed any analogous
person in any jurisdiction which in any case is material in the context of the
Wider ANV Group taken as a whole;
(xiii) been unable, or admitted in writing that it is unable, to pay its debts
generally or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease carrying on all
or a substantial part of its business in any case which is or would be material
in the context of the Wider ANV Group taken as a whole;
(xiv) made any alteration to its memorandum or articles of association which is
material in the context of the Offer;
(xv) entered into any agreement, contract, commitment or arrangement which
consents to or results in the restriction of the scope of the business of any
member of the Wider ANV Group or any member of the Wider iPoint Group which, in
any such case, is material in the context of the Wider ANV Group or the Wider
iPoint Group taken as a whole, respectively;
(xvi) entered into any agreement, contract, commitment or arrangement or passed
any resolution or made any offer (which remains open for acceptance) to enter
into any agreement, contract, commitment or arrangement or proposed or
announced any intention to effect any of the transactions, matters or events
referred to in this condition (f) which is material in the context of the Wider
ANV Group taken as a whole;
xvii. (other than in the ordinary course of business) waived or compromised any
claim which is material in the context of the Wider ANV Group taken as a
whole;
g. save as revealed and only to the extent material in any case in the context
of the Wider ANV Group taken as a whole:
(i) no material adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits of any member of the
Wider ANV Group;
(ii) no claim being made, and no circumstances having arisen which might lead
to a claim being made, under the insurance of any member of the Wider ANV Group
which might have a material adverse effect on the Wider ANV Group;
(iii) no litigation, arbitration proceedings, prosecution or other legal
proceedings or investigation having been instituted, announced, implemented or
threatened by or against or remaining outstanding against any member of the
Wider ANV Group or to which any member of the Wider ANV Group is or may become
a party (whether as plaintiff, defendant or otherwise);
(iv) no contingent or other liability of any member of the Wider ANV Group
having arisen or become apparent or increased which in any such case might
reasonably be expected materially and adversely to affect any member of the
Wider ANV Group;
(v) (other than as a result of the Offer) no enquiry or investigation by, or
complaint or reference to, any Third Party having been threatened, announced,
implemented, instituted by or against or remaining outstanding against or in
respect of any member of the Wider ANV Group which in any such case is material
and adverse in the context of the Wider ANV Group taken as a whole;
h. save as revealed, iPoint not having discovered:
(i) that any financial or business or other information publicly announced at
any time by or on behalf of any member of the Wider ANV Group is misleading or
contains a misrepresentation of any fact or omits to state a fact necessary to
make the information contained therein not misleading (and which was not
subsequently corrected before the date of publication of this document by
disclosure either publicly or otherwise fairly in writing to iPoint) in each
case to an extent that the effect of the inaccuracy or misrepresentation of
fact or omission is to overstate the assets or understate the liabilities of
the ANV Group to an extent which is material in the context of the Wider ANV
Group as a whole;
(ii) that any member of the Wider ANV Group and any partnership, company or
other entity in which any member of the Wider ANV Group has a significant
interest is subject to any liability (contingent or otherwise) which has not
been publicly announced and which is material in the context of the Wider ANV
Group taken as a whole; and
(iii) any information which affects the import of any information which has
been revealed to an extent which is material and adverse in the context of the
Wider ANV Group taken as a whole; and
i. Admission becoming effective.
2. Certain further terms of the Offer
iPoint will reserve the right to waive, in whole or in part, all or any of the
above conditions except conditions (a) and (i). The Offer will lapse unless the
conditions set out above are fulfilled or satisfied or (if capable of waiver)
waived by iPoint or, where appropriate, have been determined by iPoint in its
reasonable opinion to be or to remain satisfied no later than midnight on the
twenty first day after the later of the First Closing Date and the date on
which the Offer becomes or is declared unconditional as to acceptances, or such
later date as iPoint may, with the consent of the Panel, decide.
Each of conditions (a) to (i) shall be regarded as a separate condition and
shall not be limited by reference to any other condition.
iPoint shall be under no obligation to waive or treat as fulfilled any of
conditions (b) to (h) (inclusive) by a date earlier than the date specified
above for the fulfilment thereof notwithstanding that the other conditions of
the Offer may at such earlier date have been fulfilled and that there are at
such earlier date no circumstances indicating that any of such conditions may
not be capable of fulfilment.
In circumstances where the Offer lapses, the Offer will cease to be capable of
further acceptances and persons accepting the Offer and iPoint will cease to be
bound by acceptances delivered on or before the date on which the Offer so
lapses.
The ANV Shares which are the subject of the Offer will be acquired under the
Offer fully paid and free from all liens, equities, charges, encumbrances,
rights of pre-emption and any other third party rights or interests of any
nature whatsoever and together with all rights now or hereafter attaching
thereto, including the right to receive and retain in full all dividends and
other distributions declared, made or paid after the date of this announcement.
The Offer will be on the terms and will be subject to the conditions which are
set out in section 1 of this Appendix I and those terms and conditions which
will be set out in the Offer Document and in the Form of Acceptance and such
further terms as may be required to comply with the AIM Rules and the
applicable rules and regulations of the Financial Services Authority, the
London Stock Exchange and the provisions of the Code. The Offer and any
acceptances thereunder will be governed by English law and will be subject to
the jurisdiction of the courts of England and Wales.
The Offer will not be made, directly or indirectly, in or into, or by use of
mails of, or by any means or instrumentality of interstate or foreign commerce
of, or any facilities of a national exchange of, the United States, nor is the
Offer being made in or into Canada, Australia or Japan. Accordingly, copies of
this announcement are not being, and must not be mailed or otherwise
distributed or sent in or into the United States, Canada, Australia or Japan.
Appendix II
1. Bases and sources
Unless otherwise stated:
(a) financial information relating to iPoint-media Ltd. has been extracted from
the audited annual report and accounts of iPoint-media Ltd. for the financial
periods ended 31 December 2003, 2004 and 2005; and
(b) financial information relating to ANV has been extracted from the audited
preliminary results of the ANV Group for the financial period ended 31 May
2006.
The value of the existing issued ordinary share capital of ANV is based upon
the 86,407,143 ANV Shares in issue on 19 December 2006.
2. Other information
In accordance with Rule 2.10 of the Code, ANV confirms that it had the
following relevant securities in issue as at the close of business on 19
December 2006:
ANV Shares: 86,407,143
The International Securities Information Number for ANV is ISIN: GB00B067NJ44.
In accordance with Rule 2.10 of the Code, iPoint confirms that it had the
following relevant securities in issue as at the close of business on 19
December 2006:
iPoint Shares: 91,434,240
The International Securities Information Number for iPoint is ISIN:
GB00B1FJP363.
Appendix III
Definitions
The following definitions apply throughout this announcement, unless the
context requires otherwise:
"Accepting ANV ANV Shareholders who validly accept the Offer
Shareholders"
"Acquisition" the acquisition of all or part of the issued and to
be issued ordinary share capital of ANV by iPoint by
means of the Offer
"Act" the Companies Act 1985, as amended
"Admission" the Admission of the New iPoint Shares to trading on
AIM in accordance with the AIM Rules.
"AIM" a market operated by the London Stock Exchange
"AIM Rules" the rules for AIM companies as published by the
London Stock Exchange
"ANV" All New Video plc
"ANV Directors" the directors of ANV
"ANV Group" ANV its subsidiaries and its subsidiary undertakings
"ANV Shares" the existing unconditionally allotted or issued and
fully paid ordinary shares of 1p each in the capital
of ANV and any further shares which are issued or
unconditionally allotted and fully paid (or credited
as fully paid) while the Offer remains open for
acceptance (or such earlier date, not being earlier
than the date on which the Offer becomes
unconditional as to acceptances or, if later, the
First Closing Date, as iPoint may, subject to the
Code, decide) including ANV Shares which are
unconditionally allotted or issued or granted or
subscribed for upon the exercise of any options while
the Offer remains open for acceptance (or, subject to
the Code, by such earlier date as iPoint may decide)
"ANV Shareholders" holders of ANV Shares
"Australia" the Commonwealth of Australia, its states,
territories and possessions
"Board" or "Directors" the directors of the Company whose names are set out
the directors of the in paragraph 9 of Part 2 of this announcement.
Company whose names are
set out
or "iPoint Board" or
"iPoint Directors"
"business day" a day (other than a Saturday or Sunday) on which
banks are generally open for business in the City of
London
"Canada" Canada, its provinces and territories and all areas
subject to its jurisdiction and any political
sub-division thereof
"Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market quotation of a ANV Share or
a iPoint Share (as the case may be), as derived from
the London Stock Exchange's website
"Company" or "iPoint" iPoint-media plc
"dealing day" a day on which dealings in domestic securities may
take place on, and with the authority of, the London
Stock Exchange
"Enlarged Group" the Company together with its subsidiary undertakings
(following completion of the Offer)
"Enlarged Issued Share the Ordinary Shares in issue at Admission and
Capital" following the Acquisition
"First Closing Date" the date which is twenty one days after the posting
of the Offer Document
"Form of Acceptance" the form of acceptance, authority and election for
use in connection with the Offer accompanying the
Offer Document
"FSA" the Financial Services Authority
"FSMA" the Financial Services and Markets Act 2000, as
amended from time to time
"Group" or "iPoint Group" iPoint its subsidiaries and its subsidiary
undertakings
"Japan" Japan, its cities, prefectures, territories and
possessions and all areas subject to its jurisdiction
and any political sub-division thereof
"John East & Partners" John East & Partners Limited
"London Stock Exchange" London Stock Exchange plc
"Offer" the recommended all share offer to be made by John
East & Partners on behalf of iPoint to acquire all of
the ANV Shares on the terms and subject to conditions
to be set out in the Offer Document and in the Form
of Acceptance and, where the context requires, any
subsequent revision, variation, extension or renewal
thereof
"Offer Document" the document to be despatched to ANV Shareholders
(other than certain Overseas Shareholders) and (for
information purposes only) to iPoint Shareholders and
ANV Option Holders, setting out the full terms and
conditions of the Offer and, where appropriate, any
other document(s) containing terms and conditions of
the Offer constituting the full terms and conditions
of the Offer
"Offer Period" the period commencing on 20 December 2006 and ending
on the date which is the latest of (i) the First
Closing Date; (ii) the Wholly Unconditional Date; and
(iii) the date on which the Offer lapses or is
withdrawn
"Offer Shares" or "New the new ordinary shares of 0.25p each in the capital
iPoint Shares" of iPoint to be issued as consideration under the
Offer
"Ordinary Shares" or ordinary shares of 0.25p each in the capital of the
"iPoint Shares" Company
"Overseas Shareholders" ANV Shareholders whose registered addresses are
outside the UK or who are citizens or residents of
countries other than the UK
"Panel" The Panel on Takeovers and Mergers
"Proposals" the Offer and Admission
"RIS" or "Regulatory any of the services approved by the London Stock
Information Service" Exchange and included in the list maintained on the
London Stock Exchange's website
"iPoint Shareholders" or holders of iPoint Shares
"Shareholders"
"subsidiary" or having the meanings given to them by the Act
"subsidiary .
undertaking"
"Teather & Greenwood" Teather & Greenwood Limited
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern
Ireland
"United States" or "USA" the United States of America, its territories and
possessions and all other areas subject to its
jurisdiction, any state of the United States of
America and the District of Columbia
"Wholly Unconditional the date on which the Offer becomes or is declared
Date" unconditional in all respects
"Wider ANV Group" ANV Group, its subsidiaries and its subsidiary
undertakings, associated undertakings and any other
undertakings, in which ANV Group and/or such
undertakings (aggregating their interests), have a
significant interest
"Wider iPoint Group" iPoint Group, its subsidiaries and its subsidiary
undertakings, associated undertakings and any other
undertakings, in which iPoint Group and/or such
undertakings (aggregating their interests), have a
significant interest
Glossary
"2G" second generation mobile telephony. 2G networks use
digital encoding and are in current use around the
world supporting high bit rate voice and limited data
communications. 2G is an improvement over first
generation systems which were analogue and where
voice
links were poor and unreliable in some cases
"3G" third generation mobile telephony, which supports
higher data rates compared to 2G technology and
supports video streaming and two-way video calling
"IP" Internet Protocol
"OEM" original equipment manufacturer
"WAP" wireless application protocol, a secure specification
that allows users to access information via handheld
wireless devices such as mobile phones and pagers
5
END
All New Video (LSE:ANV)
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