MAO Macro 4

    RNS Number : 0533K
  Unicom Systems, Inc.
  12 December 2008
   

    UNICOM Systems, Inc. 
    For immediate release
    12 December 2008 



    Not for release, publication or distribution in whole or in part, in, into or from the United States, Canada, Australia or Japan or any
jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction


    Recommended Cash Offer 
for 
    Macro 4 plc ("Macro 4") by 
    UNICOM Systems, Inc. ("UNICOM")


    OFFER DOCUMENT POSTED


    Further to the announcement made on 5 December 2008 of a recommended cash offer by UNICOM to acquire the entire issued and to be issued
share capital of Macro 4 other than in respect of those Macro 4 Shares that it has already acquired (the "Offer"), UNICOM announces that the
offer document (the "Offer Document") containing the full terms and conditions of the Offer has been posted to Macro 4 Shareholders today
together with the Form of Acceptance.

    The procedure for acceptance of the Offer is contained in paragraph 14 of Part II of the Offer Document at pages 10 to 14 and, in
respect of certificated Macro 4 Shares, is further described in the Form of Acceptance. The Offer will be open for acceptance until 3.00
p.m. on 2 January 2009.

    If you hold your Macro 4 Shares in certificated form (that is, not in CREST), to accept the Offer in respect of those Macro 4 Shares you
should complete, sign and return the Form of Acceptance (together with your share certificates and any other documents of title) as soon as
possible and, in any event, so as to be received by not later than 3.00 p.m. (London time) on 2 January 2009, to Computershare Investor
Services PLC, Corporate Actions Projects, Bristol, BS99 6AH, UK if posted or to Computershare Investor Services PLC, Corporate Actions
Projects, The Pavilions, Bridgwater Road, Bristol, BS13 8AE, UK if delivered by hand. 

    If you hold your Macro 4 Shares in uncertificated form (that is, in CREST), to accept the Offer in respect of those Macro 4 Shares you
should follow the procedure for Electronic Acceptance through CREST so that the TTE Instruction settles as soon as possible and, in any
event, not later than 3.00 p.m. (London time) on 2 January 2009. If you are a CREST sponsored member, you should refer to your CREST sponsor
before taking any action as only your CREST sponsor will be able to send the necessary TTE Instructions to Euroclear in relation to your
Macro 4 Shares.

    Copies of the Offer Document and the Form of Acceptance are available for inspection during normal business hours on any weekday (UK
public holidays excepted) at the offices of Gibson, Dunn & Crutcher LLP, Telephone House, 2-4 Temple Avenue, London EC4Y 0HB, throughout the
period during which the Offer remains open for acceptance. Additional Forms of Acceptance are available from Computershare Investor Services
PLC, Corporate Actions Projects, by telephoning 0870 707 1133 or +44 870 707 1133 (if telephoning from outside the UK) between 9.00 a.m. and
5.00 p.m. (London time) Monday to Friday (excluding UK public holidays). A copy of the Offer Document is also available on Macro 4's
website, www.macro4.com.

    Terms defined in the Offer Document have the same meaning in this announcement.

    Enquiries:

    UNICOM Systems, Inc.                 Tel: +1 818 838 0606 
    Corry S. Hong, President and Chief Executive Officer

    EPL Advisory LLP
    (financial adviser to UNICOM)            Tel: +44 (0)77 4877 6433
    David Anderson

    EPL Advisory LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
UNICOM and no one else in connection with the Offer and will not be responsible to anyone other than UNICOM for providing the protections
afforded to its clients or for providing advice in relation to the Offer, the contents of the Offer Document or this announcement or any
transaction or arrangement or other matter referred to herein.

    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
subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities pursuant to the Offer or otherwise.
The Offer will be made solely through the Offer Document and (in respect of Macro 4 Shares held in certificated form) the Form of
Acceptance, which will 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
respect of Macro 4 Shares held in certificated form) the Form of Acceptance. The Offer will be subject to the applicable requirements of the
City Code, the Panel, the London Stock Exchange and the Financial Services Authority.
    The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore
any persons who are nor resident in the UK or who are subject to the laws of any jurisdiction other than the UK should inform themselves
about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the
securities laws of any such jurisdiction. This announcement has been prepared for the purpose of complying with English law and the City
Code and the information disclosed herein may not be the same as that which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions outside the UK. 
    This Offer is not being made, directly or indirectly, in or into the United States or by use of the mails of, or by any means or
instrumentality (including, without limitation, facsimile or other electronic transmission, telex or telephone) of inter-state or foreign
commerce of, or any facility of, a national state or other securities exchange of, the United States, nor is it made directly or indirectly
in or into Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such
jurisdiction and the Offer is not capable of acceptance by any such use, means, instrumentality or facility or from within the United
States, Canada, Australia or Japan or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such
jurisdiction. Accordingly, copies of the Offer Document, the Form of Acceptance and this announcement are not being, will not be and must
not be mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws
of such jurisdiction. Any persons (including without limitation custodians, nominees or trustees) receiving this announcement must not mail,
forward, distribute or send it in, into or from the United States, Canada, Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction.
    Dealing Disclosure Requirements

    Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of Macro 4, 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 3.30 p.m. (London
time) on the 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 Macro 4, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

    Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Macro 4 by UNICOM or by Macro 4, 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 of the City Code, you should contact an independent financial adviser
authorised under Financial Services and Markets Act 2000 or consult the Panel's website or contact the Panel on telephone number +44 (0)20
7638 0129.

This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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