TIDMPSQ
RNS Number : 7080T
CNH Bidco Limited
09 December 2011
Not for release, publication or distribution in whole or in part
in or into or from the United States,
Canada, Australia or Japan or any other jurisdiction where it is
unlawful to do so.
FOR IMMEDIATE RELEASE
9 December 2011
RECOMMENDED CASH OFFER
FOR
PARSEQ PLC
BY
CNH BIDCO LIMITED
Offer Up-date
On 21 October 2011, the Board of CNH Bidco Limited ("Bidco"), a
newly-incorporated company formed and controlled by certain of the
Joint Offerors, and the Independent Directors of Parseq plc
("Parseq" or the "Company") announced that they had reached
agreement on the terms of a recommended cash offer to be made by
Bidco for Parseq (the "Announcement").
On 18 November 2011, the Company announced that the Offer
Document relating to the Offer had been posted to Parseq
Shareholders. On 1 December 2011 the Offer was declared
unconditional in all respects.
Bidco is now pleased to announce that it has acquired Parseq
Shares or received valid acceptances in respect of the Offer, which
in aggregate represent 93.15% of the voting rights of the Company
(including the shares held by Rami Cassis and the Cassis
Trustees).
Cancellation of Admission to Trading
Bidco therefore announces the commencement of the five business
day notice period for cancellation of admission of the Parseq
Shares to trading on AIM ("Cancellation") as referred to in the
announcement by Bidco on 1 December 2011. Accordingly, Cancellation
is anticipated to take effect at 7:00 am on 4 January 2012.
Cancellation would significantly reduce the liquidity and
marketability of any Parseq Shares in respect of which the Offer
has not been accepted at that time. In this event there may be no
future market for Parseq Shareholders to realise their investment
in Parseq.
If Bidco receives acceptances under the Offer in respect of, or
otherwise acquires, 90 per cent. or more of the Parseq Shares to
which the Offer relates and 90 per cent. or more of the voting
rights carried by the Parseq Shares to which the Offer relates,
Bidco intends to exercise its rights pursuant to the provisions of
Part 28 of the Companies Act 2006 to acquire compulsorily the
remaining Parseq Shares in respect of which the Offer has not been
accepted on the same terms as the Offer.
It is also intended that following Cancellation, Parseq will be
re-registered as a private company.
Extension of Offer
Bidco further announces that the Offer, which remains subject to
the terms and conditions set out or referred to in the Offer
Document, is being extended and will remain open for acceptance
until 1.00 p.m. (London time) on 23 December 2011 at the earliest
and may or may not be extended beyond that date.
Settlement
Settlement will be effected on or before 15 December 2011 for
Parseq Shareholders who have validly accepted the Offer prior to
the First Closing Date.
Settlement for Parseq Shareholders who validly accept the Offer
hereafter will be effected within 14 calendar days of receipt of
their valid acceptance.
Further details of settlement arrangements in relation to the
Offer are set out in the Offer Document.
General
Each Parseq Shareholder's decision as to whether to accept the
Offer will depend upon that person's individual circumstances. If
any Parseq Shareholder is in any doubt as to the action he, she or
it should take, he, she or it should seek their own independent
financial advice.
Terms used but not defined in this announcement shall have the
meaning given to them in the Offer Document published by Bidco on
18 November 2011.
Enquiries:
For further information, please contact:
Bidco
Rami Cassis Tel. 020 7870 2299
Peel Hunt LLP Tel. 020 7418 8900
(Financial adviser to Bidco)
Richard Kauffer
Daniel Harris
Canaccord Genuity
(Financial adviser to Parseq)
Simon Bridges
Cameron Duncan Tel. 020 7050 6500
Biddicks
(Public Relations adviser Tel. 020 3178 6378
to Parseq)
Zoe Biddick
Sophie McNulty
This announcement does not constitute or form part of any offer
or invitation to sell or purchase any securities or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, pursuant to the
Offer or otherwise.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for Bidco
and no one else in connection with the Offer and will not be
responsible to anyone other than Bidco for providing the
protections afforded to clients of Peel Hunt or for providing
advice in relation to the Offer, the contents of this announcement
or any offer or arrangements referred to in this announcement.
Canaccord Genuity, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting for
Parseq and the Independent Directors and for no one else in
connection with the Offer and will not be responsible to anyone
other than Parseq and/or the Independent Directors for providing
the protections afforded to clients of Canaccord Genuity nor
providing advice in connection to the Offer, the contents of this
announcement or any offer or arrangements referred to in this
announcement.
The release, publication or distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by the
laws of those jurisdictions and therefore persons who receive this
announcement should inform themselves about and observe any such
restrictions. Failure to comply with any such restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco in its sole discretion, the
Offer is not being, and will not be, made, directly or indirectly,
in or into any Restricted Jurisdiction and will not be capable of
acceptance from within any such Restricted Jurisdiction.
Accordingly, unless otherwise determined by Bidco in its sole
discretion, copies of this announcement and any documentation
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send any such
documents in or into or from any such Restricted Jurisdiction, as
doing so may invalidate any purported acceptance of the Offer. Any
person (including, without limitation, custodians, nominees and
trustees) who would, or otherwise intends to, or who may have a
contractual or legal obligation to, forward this announcement
and/or the Offer documentation and/or any other related document to
any jurisdiction outside the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory
requirements of any relevant jurisdiction.
This announcement has been prepared for the purposes of
complying with English law and the 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 and regulations of any jurisdiction outside of
England.
Forward-looking statements
This announcement and the information herein and incorporated
herein by reference containcertain forward-looking statements with
respect to the financial condition, results of operations and
business of Bidco and the Bidco Group, Parseq and the Parseq Group
and certain plans and objectives of the Parseq Board and the Bidco
Board. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of similar meaning. These statements are based on assumptions and
assessments made by the Parseq Board and the Bidco Board in light
of their experience and their perception of historical trends,
current conditions, expected future developments and other factors
they believe appropriate. Forward-looking statements are not
guarantees of future performance. By their nature, forward-looking
statements involve risk and uncertainty, and the factors described
in the context of such forward-looking statements in this document
could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking
statements.
Many of these risks and uncertainties relate to factors that are
beyond Bidco's ability to control or estimate precisely. Neither
Bidco nor Parseq can give any assurance that such forward-looking
statements will prove to have been correct. Should one or more of
these risks or uncertainties materialise, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described in this document. Neither Parseq nor Bidco nor
their respective boards of directors assume any obligation to
update or correct the information contained in this announcement or
the documents referred to in it, whether as a result of new
information, future events or otherwise, except to the extent
legally required.
The statements contained in this announcement and the documents
referred to in it are made as at the date of this announcement,
unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any
implication that there has been no change in the facts set out in
this announcement or the documents referred to in it since such
date. Nothing contained in this announcement or the documents
referred to in it shall be deemed to be a forecast, projection or
estimate of the future financial performance of Parseq or any
member of the Parseq Group except where expressly stated.
Publication on the Parseq website and Bidco's website
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, for inspection on Parseq's website in
relation to the Offer at www.Parseq.com/Bidco1.html and the website
maintained by Bidco in relation to the Offer at
www.nova-cap.com/investor/cnh_bidco.html and will also be available
for inspection at the offices of Olswang LLP, 90 High Holborn,
London, WC1V 6XX, during normal business hours on any weekday
(Saturdays, Sundays and public holidays excepted), in either case
whilst the Offer remains open for acceptance.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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