TIDMPGB
RNS Number : 6339D
Pilat Media Global PLC
31 March 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
31 March 2014
RECOMMENDED CASH OFFER
for
Pilat Media Global plc ("Pilat")
by
SintecMedia Ltd ("SintecMedia")
and
Sintec Media Software Ltd ("SMS")
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006 (the "Scheme")
The boards of Pilat and SintecMedia are pleased to announce that
the Scheme in order to effect the recommended acquisition of Pilat
by SintecMedia and SMS (the "Acquisition") was today sanctioned by
the High Court of Justice in England and Wales. In order for the
Scheme to become effective in accordance with its terms, Court
approval must be obtained for the Capital Reduction at the Capital
Reduction Court Hearing, which is scheduled to take place on 2
April 2014. Additionally, the Court Orders made at the Scheme Court
Hearing and the Capital Reduction Court Hearing must be delivered
to the Registrar of Companies.
Following an application by Pilat to the London Stock Exchange,
trading in Pilat Shares on AIM will be cancelled with effect from
7.00 a.m. (London time) on 3 April 2014.
Upon the Scheme becoming effective, which is expected to be 3
April 2014, holders of Scheme Shares on the Pilat register of
members at 6.00 p.m. on 2 April 2014 will be entitled to receive 95
pence for each Scheme Share held. Settlement of the cash
consideration due to Scheme Shareholders pursuant to the Scheme is
expected to take place on or prior to 17 April 2014.
Capitalised terms, unless otherwise defined in this
announcement, have the meaning given to them in the scheme document
(the "Scheme Document") sent to Pilat Shareholders dated 12
February 2014.
Expected timetable of principal events
All times shown above and in the following table are London
times, unless otherwise stated. The times and dates shown above and
in the following table are the expected times and dates only and
are subject to change, please see the Scheme Document published on
12 February 2014 for further information about the timetable:
Event Time and Date
-------------------------------------- ---------------------
Court Hearing to sanction the Capital 2 April 2014
Reduction
-------------------------------------- ---------------------
Last day of dealings in, and for 2 April 2014
registration of transfer of, and
disablement in CREST of, Ordinary
Shares
-------------------------------------- ---------------------
Scheme Record Time 6.00 p.m. on 2 April
2014
-------------------------------------- ---------------------
Effective Date 3 April 2014
-------------------------------------- ---------------------
Cancellation of admission to trading 7.00 a.m. on 3 April
of Ordinary Shares on AIM 2014
-------------------------------------- ---------------------
Dealings in Ordinary Shares suspended 9.30 a.m. on 3 April
on the TASE pending cancellation (Israel time) 2014
of TASE admission
-------------------------------------- ---------------------
Latest date for despatch of cheques 17 April 2014
and settlement through CREST
-------------------------------------- ---------------------
Long Stop Date 30 April 2014
-------------------------------------- ---------------------
For further information:
Pilat Media Global plc
Avi Engel, Chief Executive Officer +44 20 8782 0700
Martin Blair, Chief Financial Officer +44 20 8782 0700
Shore Capital and Corporate Limited
(Financial Adviser and Rule 3 Adviser
to Pilat)
Dru Danford +44 20 7408 4050
Patrick Castle +44 20 7408 4050
Abchurch Communications
(Public relations adviser to Pilat)
Henry Harrison-Topham +44 20 7398 7700
Jamie Hooper +44 20 7398 7700
SintecMedia Ltd/Sintec Media Software
Ltd
Amotz Yarden, Chief Executive Officer +972 (2) 651-5122
Shlomo Fieidenreich, Chief Financial
Officer
Cairn Financial Advisers LLP
(Financial adviser to SintecMedia and
SMS)
Liam Murray +44 20 7148 7900
Avi Robinson +44 20 7148 7900
Shore Capital and Corporate Limited, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as financial adviser to Pilat and is acting for no-one
else in connection with the Acquisition and will not be responsible
to anyone other than Pilat for providing the protections afforded
to clients of Shore Capital and Corporate Limited nor for providing
advice in connection with the Acquisition or any other matter
referred to in this document.
Cairn Financial Advisers LLP, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to SintecMedia and SMS and no one
else in connection with the Acquisition and will not be responsible
to anyone other than SintecMedia and SMS for providing the
protections afforded to customers of Cairn Financial Advisers LLP
nor for providing advice in relation to the Acquisition or any
other matter referred to in this document.
This announcement has been prepared for the purposes of
complying with English law and the City Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Publication on website
A copy of this announcement will be made available, free of
charge but subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at www.sintecmedia.com and
www.pilatmedia.com by no later than 12 noon (London time) on the
Business Day following the date of this announcement.
Neither the content of the websites referred to in this
announcement nor the content of any website accessible from
hyperlinks on SintecMedia's or Pilat's website (or any other
website) is incorporated into, or forms part of, this
announcement.
Any person who has received this announcement in electronic form
or by means of a website publication may request a copy of this
announcement in hard copy form and may request that all future
documents, announcements and information sent to him in relation to
the offer be in hard copy form. Unless so requested, a hard copy of
this announcement will not be sent to you. This announcement and
all future documents, announcements and information can be
requested in hard copy form (free of charge), by submitting a
request in writing to Cairn Financial Advisers LLP, 61 Cheapside,
London EC2V 6AX or by calling Cairn Financial Advisers LLP on 020
7148 7800.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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