RNS Number : 0585L
Unicom Systems, Inc.
05 January 2009
UNICOM Systems, Inc.
For immediate release
5 January 2009
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 DECLARED WHOLLY UNCONDITIONAL
It was announced on 12 December 2008 that the Boards of Macro 4 and UNICOM had reached agreement on the terms of a recommended cash
offer to be made by UNICOM to acquire the whole of the issued and to be issued share capital of Macro 4. Under the terms of the Offer, Macro
4 Shareholders will receive, for each Macro 4 Share held, 145 pence in cash. The Offer Document setting out the full terms of the Offer was
posted to Macro 4 Shareholders on 12 December 2008 (the "Offer Document").
UNICOM, having received valid acceptances of the Offer in respect of Macro 4 Shares representing more than 76.9 per cent. of Macro 4's
issued share capital and approximately 90.6 per cent. of the Macro 4 Shares to which the Offer relates, announces that the acceptance
condition to the Offer has been satisfied, with the result that all the conditions of the Offer have now been satisfied and/or waived.
Accordingly, the Offer has been declared wholly unconditional and will remain open for acceptance until further notice.
Level of acceptances
UNICOM announces that, as at 3.00 p.m. on 2 January 2009 (the First Closing Date of the Offer), it has received valid acceptances of the
Offer, in respect of 17,538,269 Macro 4 Shares, representing approximately 76.9 per cent. of Macro 4's existing issued share capital and
approximately 90.6 per cent. of the Macro 4 Shares to which the Offer relates.
Prior to the announcement of the Offer, UNICOM had received irrevocable undertakings and a letter of intent to accept the Offer in
respect of a total of 9,419,028 Macro 4 Shares, representing, in aggregate, approximately 41.3 per cent. of Macro 4's existing issued share
capital, as set out below:
(a) the Interested Directors had irrevocably undertaken to accept the Offer in respect of their entire beneficial holdings (or, as
applicable, procure acceptance by their family members), which amount to, in aggregate 988,485 Macro 4 Shares, representing, in aggregate,
approximately 4.3 per cent. of the existing issued share capital of Macro 4;
(b) Aberforth Partners LLP had irrevocably undertaken to procure acceptance of the Offer in respect of, in aggregate 5,793,043 Macro
4 Shares over which it had discretionary control, representing, in aggregate, 25.4 per cent. of the existing issued share capital of Macro
4;
(c) AXA Framlington Investment Management Limited had irrevocably undertaken to procure acceptance of the Offer in respect of, in
aggregate 1,907,500 Macro 4 Shares over which it had discretionary management control, representing, in aggregate, 8.4 per cent. of the
existing issued share capital of Macro 4; and
(d) UNICOM had received a non-binding letter of intent to accept the Offer from M&G Investment Management Limited in respect of a
total of 730,000 Macro 4 Shares beneficially held by it, representing approximately a further 3.2 per cent. of the existing issued share
capital of Macro 4.
Details of the terms of these irrevocable undertakings and the letter of intent are set out in the Offer Document.
As at 3.00 p.m. on 2 January 2009, valid acceptances had been received in respect of, in aggregate, 9,306,806 of the Macro 4 Shares
that were the subject of an irrevocable undertaking or letter to intent to accept the Offer, representing approximately 40.8 per cent. of
Macro 4's existing issued share capital, and such acceptances are included in the total referred to above. Valid acceptances have yet to be
either received or identified for 112,222 of the Macro 4 Shares that were the subject of an irrevocable undertaking or letter of intent to
accept the Offer, representing approximately 0.4 per cent. of Macro 4's existing issued share capital.
As at 3.00 p.m. on 2 January 2009, UNICOM had an interest in 3,638,880 relevant securities of Macro 4 representing approximately 16.0
per cent. of Macro 4's issued share capital. The UNICOM Director also has an interest in these relevant securities. Accordingly, UNICOM is
the owner or has received valid acceptances in respect of 21,177,149 Macro 4 Shares, representing approximately 92.9 per cent. of the
existing issued share capital of Macro 4.
Save as set out in this announcement, no acceptances have been received from persons acting in concert with UNICOM or in respect of
Macro 4 Shares which were subject to an irrevocable commitment or a letter of intent procured by UNICOM or any of its associates and there
are no relevant Macro 4 Shares in respect of which UNICOM or any of its associates has an outstanding irrevocable commitment or letter of
intent.
Save as set out in either this announcement or the Offer Document, as at 3.00 p.m. on 2 January 2009, neither UNICOM nor any of its
directors, nor, so far as UNICOM is aware, any person acting in concert with UNICOM (i) had any interest in or right to subscribe for any
relevant Macro 4 Shares, nor (ii) had any short positions in respect of any relevant Macro 4 Shares (whether conditional or absolute and
whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or
right to require another person to take delivery, nor (iii) had borrowed or lent any relevant Macro 4 Shares (save for any borrowed shares
which have been on-lent or sold).
Statements in the Offer Document and this announcement made by reference to the issued share capital of Macro 4 are based on there being
22,787,548 Macro 4 Shares in issue. Macro 4 currently has 22,787,548 ordinary shares, net of 284,831 shares held in treasury, in issue.
As at 3.00 p.m. on 2 January 2009, UNICOM may count 17,538,269 Macro 4 Shares (representing 76.9 per cent of the issued share capital of
Macro 4) towards satisfaction of the acceptance condition to the Offer.
Acceptance condition
UNICOM is pleased to announce that all of the conditions of the Offer have now been satisfied or waived and that, accordingly, the Offer
is declared wholly unconditional.
Settlement
The consideration to which any Macro 4 Shareholder is entitled under the Offer is expected to be despatched to validly accepting Macro 4
Shareholders (i) in the case of acceptances received, complete in all respects, on or before the date of this announcement, within 14 days
of this announcement; or (ii) in the case of acceptances received, complete in all respects, after the date of this announcement but while
the Offer remains open for acceptance, within 14 days of such receipt, and in either case in the manner described in paragraphs 15(a) or
15(b) of Part II of the Offer Document.
Offer open for acceptance
The Offer will remain open for acceptance until further notice. At least 14 days' notice will be given by an announcement before the
Offer is closed.
Further acceptances
Macro 4 Shareholders holding Macro 4 Shares in certificated form (that is, not in CREST) who have not yet accepted the Offer but wish to
do so are urged to complete, sign and return the Form of Acceptance (together with the share certificates and any other documents of title)
as soon as possible.
Macro 4 Shareholders holding Macro 4 Shares in uncertificated form (that is, in CREST) who have not yet accepted the Offer but wish to
do so are urged to follow the procedure for Electronic Acceptance through CREST so that the relevant TTE Instruction settles as soon as
possible. CREST sponsored members should refer to their CREST sponsor before taking any action as only the CREST sponsor will be able to
send the necessary TTE Instruction to Euroclear to accept the Offer.
Macro 4 Shareholders who have any questions in relation to how they may accept the Offer are requested to contact Computershare at
Computershare Investor Services PLC, Corporate Actions Projects, by telephone on 0870 707 1133 or if calling from outside the UK, on +44 870
707 1113 between 9.00 a.m. and 5.00 p.m. on any London business day.
Copies of the Offer Document and the Form of Acceptance are available for inspection during normal business hours on any weekday
(Saturdays and 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 The Offer Document is also available on Macro 4's website at
www.macro4.com.
Compulsory acquisition, cancellation of trading and re-registration as a private company
As disclosed in the Offer Document, as UNICOM has received acceptances of the Offer in respect of 90 per cent. or more in value of the
Macro 4 Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by all of the Macro 4 shares to which the
Offer relates, UNICOM intends to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily any remaining
Macro 4 Shares in respect of which the Offer has not been accepted.
Further, as disclosed in the Offer Document, UNICOM also intends to procure the making of an application by Macro 4 to the London Stock
Exchange for the cancellation of the listing of the Macro 4 Shares on the Official List and for the cancellation of trading of the Macro 4
Shares on the London Stock Exchange's market for listed securities. This cancellation will significantly reduce the liquidity and
marketability of any Macro 4 Shares not assented to the Offer. It is anticipated that the cancellation of listing on the Official List and
admission to trading on the London Stock Exchange will take effect no earlier than 2 February 2009. It is also anticipated that, after the
cancellation of admission, Macro 4 will be re-registered as a private company under the relevant provisions of the Companies Act 1985.
Terms used in this announcement have the same meaning given to them in the Offer Document.
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 is made solely through the Offer Document and (in respect of Macro 4 Shares held 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 respect of Macro 4 Shares
held in certificated form) the Form of Acceptance. The Offer is 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 and will not be 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 being nor will it be
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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