RNS Number:8438Q
Register.com (UK) Limited
1 February 2002
1 February 2002
This announcement is not for release, publication or distribution in or into the
United States, Canada, Australia or Japan.
RECOMMENDED CASH OFFER FOR VIRTUAL INTERNET PLC
BY ALTIUM CAPITAL LIMITED
ON BEHALF OF REGISTER.COM (UK) LIMITED,
A WHOLLY-OWNED SUBSIDIARY OF
REGISTER.COM (UK) HOLDINGS LIMITED,
ITSELF A WHOLLY-OWNED SUBSIDIARY OF REGISTER.COM, INC.
SUMMARY
• The board of Register.com (UK) today reached agreement on the terms of a recommended cash
offer, to be made by Altium Capital Limited on behalf of Register.com (UK) to acquire the
entire issued and to be issued share capital of Virtual Internet.
• The Offer values the entire issued and to be issued share capital of Virtual Internet at
approximately £11.99 million.
• The Offer represents a premium of approximately 35.7 per cent. over the Closing Price of 34.5
pence per Virtual Internet Share on 31 January 2002, being the last business day prior to the
announcement of the Offer. The Offer represents a premium of approximately 99.1 per cent.
over the Closing Price of 23.5 pence per Virtual Internet Share on 6 December 2001, being the
last business day prior to the publication of the initial statement by the Company that it
had received an approach which might or might not lead to an offer being made for the
Company. The Offer represents a premium of approximately 122.9 per cent. over the Closing
Price of 21.0 pence per Virtual Internet Share on 28 January 2002, being the last business
day prior to the publication of the statement by the Company that it had recommenced
discussions with the same potential offeror.
• The Offer includes a Loan Note Alternative in respect of some or all of the cash
consideration due.
• The Board, which has been so advised by Hoare Govett, considers the terms of the Offer to be
fair and reasonable. In providing its advice to the Board, Hoare Govett has taken into
account the commercial assessments of the Directors. Accordingly, the Directors unanimously
recommend all Virtual Internet Shareholders to accept the Offer, as they have irrevocably
undertaken to do in respect of 13,359,428 Virtual Internet Shares in aggregate, representing
approximately 53.2 per cent. of Virtual Internet's existing issued share capital.
• Virtual Internet also announced today its preliminary results for the year ended 31 October
2001. In the year then ended, Virtual Internet's turnover and gross profit amounted to £9.3
million (2000: £6.3 million) and £6.5 million (2000: £4.4 million) respectively. The loss
before taxation, goodwill amortisation, exceptional items and the employee share incentive
charges amounted to £7.2 million (2000: £4.3 million). As reported in the results for the
nine months ended 31 July 2001, the Board decided to write off the goodwill of £10.1 million
as part of its regular review of goodwill impairment. In addition, the Virtual Internet Group
incurred costs of £370,000 in restructuring its web hosting division. The effect of these
exceptional items was to increase the reported loss before taxation to £19.7 million (2000:
£8.0 million). Cash balances at 31 October 2001 were approximately £8.6 million (2000: £19.5
million). Cash balances at 31 December 2001 were approximately £7.4 million.
• The Offer Document will be despatched today.
The above summary must be read in conjunction with the full text of the
following announcement.
Commenting on the announcement, William Slee, Chairman of Virtual Internet, said:
"The announcement today of the recommended Offer for Virtual Internet represents
a significant development for the Company. Having achieved much in the last few
years, particularly with regard to our Net Searchers business, the Board
considers that the Company will be better able to execute its strategy as part
of the Register.com Group, which has greater resources and presence in
complementary international markets. The Board unanimously recommends the Offer
to all shareholders and looks forward to working closely with Register.com into
the future."
Richard Forman, Chairman, President and CEO of Register.com said:
"This Offer, if consummated, would foster Register.com's growth in the UK and
Europe, particularly in the corporate domain name services market. The combined
expertise and knowledge of Register.com and Virtual Internet will allow us to
develop new products and services for our customers, targeted to their needs."
Press enquiries:
For further information, please contact:
Altium Capital Limited
Richard Hughes/Joe Smith 0161 831 9133
Virtual Internet plc
Tom Turcan 020 7460 4060
Hoare Govett Limited
Justin Jones 020 7678 8000
Andrew Osborne
Altium Capital Limited, which is regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Register.com,
Register.com Holdings and Register.com (UK) as financial adviser (within the
meaning of the Rules of the Financial Services Authority) and no one else in
connection with the Offer and is not advising any other person or treating any
other person as its customer in relation thereto and will not be responsible to
anyone other than Register.com, Register.com Holdings and Register.com (UK) for
providing the protections afforded to clients of Altium Capital Limited or for
providing advice in relation to the Offer or any other matters described herein.
Hoare Govett Limited, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Virtual Internet and no one else
in connection with the Offer and the other matters described herein and will not
be responsible to anyone other than Virtual Internet, for providing the
protections afforded to clients of Hoare Govett Limited or for providing advice
in relation to the Offer or any other matters described herein.
Neither the Offer nor the Warrant Offer is not being made, directly or
indirectly, into or from, or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce,
or any facility of a national securities exchange of the United States, Canada,
Australia or Japan and neither the Offer nor the Warrant Offer will be capable
of acceptance by any such means, instrumentality or facility from within the
United States, Canada, Australia or Japan. Accordingly, copies of this
announcement are not being, and must not be, mailed, forwarded, sent,
transmitted or otherwise distributed in, into or from the United States, Canada,
Australia or Japan and persons receiving this announcement (including, without
limitation, custodians, nominees and trustees) must not, forward, mail, transmit
or send or otherwise distribute them in, into or from the United States, Canada,
Australia or Japan or doing so may invalidate any purported acceptance of the
Offer or the Warrant Offer in any such jurisdiction.
1 February 2002
This announcement is not for release, publication or distribution in or into the
United States, Canada, Australia or Japan.
RECOMMENDED CASH OFFER FOR VIRTUAL INTERNET PLC
BY ALTIUM CAPITAL LIMITED
ON BEHALF OF REGISTER.COM (UK) LIMITED,
A WHOLLY-OWNED SUBSIDIARY OF
REGISTER.COM (UK) HOLDINGS LIMITED,
ITSELF A WHOLLY-OWNED SUBSIDIARY OF REGISTER.COM, INC.
1. INTRODUCTION
On 7 December 2001, the Company announced that it had received an approach which
might or might not lead to an offer being made for the Company. However,
following a period of negotiation, it was announced on 25 January 2002 that
those discussions had terminated. The termination of discussions was due to
issues arising from the due diligence process. Subsequently, on 29 January 2002,
the Company announced that it had recommenced discussions with the same
potential offeror. Following further negotiations with the board of
Register.com (UK), and the resolution of the previous due diligence issues, the
boards of Register.com (UK) and Virtual Internet announced today that they had
reached agreement on the terms of a recommended cash offer, to be made by Altium
Capital on behalf of Register.com (UK), to acquire the entire issued and to be
issued share capital of Virtual Internet.
The formal offer is being made by Altium Capital on behalf of Register.com (UK),
a wholly-owned subsidiary of Register.com Holdings, which is itself a wholly-
owned subsidiary of Register.com. Register.com Holdings and Register.com (UK)
are newly incorporated companies formed for the purpose of Register.com (UK)
making the Offer and the Warrant Offer.
Further information on the Register.com Group is set out in Appendices V and VI
of the Offer Document.
2. THE OFFER
On behalf of Register.com (UK), Altium Capital will offer to acquire, on the
terms and subject to the conditions set out or referred to in the Offer Document
and in the White Form of Acceptance, the entire issued and to be issued ordinary
share capital of Virtual Internet on the following basis:-
for each Virtual Internet Share 46.8 pence in cash
The Virtual Internet Shares to be acquired pursuant to the Offer are to be
acquired fully paid and free from all liens, equitable interests, charges,
rights of pre-emption and encumbrances and other third party rights or interests
and, together with all rights now or hereafter attaching thereto, including the
right to receive and retain all dividends and other distributions (if any)
declared, made or paid hereafter.
As stated in the letter in the Offer Document from the Chairman of Virtual
Internet, the Company does not intend to pay a final dividend in respect of the
year ended 31 October 2001.
The Offer extends to any Virtual Internet Shares which are unconditionally
allotted or issued prior to the date on which the Offer closes (or such earlier
date as Register.com (UK) may, subject to the City Code, determine, such earlier
date not (without the consent of the Panel) being earlier than the date on which
the Offer becomes unconditional as to acceptances or, if later, the first
closing date of the Offer) whether as a result of the exercise of any Virtual
Internet Options, Virtual Internet Warrants or otherwise.
The Offer is being made by Register.com (UK), a wholly-owned subsidiary of
Register.com Holdings, which is itself a wholly-owned subsidiary of
Register.com. The consideration payable under the Offer will be funded using the
Register.com Group's existing cash resources.
3. REASONS FOR THE OFFER
The board of Register.com (UK) believes that full acceptance of the Offer will:
• foster Register.com's growth in the U.K. and Europe, particularly in the corporate
domain name services market;
• enable customers to benefit from an increased range of products: the businesses will
share expertise and knowledge of customer needs and use this to develop new products
and services in response to those needs;
• by the combination of the current businesses, which operate in complementary areas,
result in an expanded customer base and breadth of products and services under a
more widely recognisable brand;
• facilitate stronger relationships with domain name registries as a result of the
combination of complementary locations which in turn should benefit customers;
• create a stronger player in the worldwide market for corporate domain name
registration and online protection services;
• create savings in administration costs;
• provide Virtual Internet customers with added benefits of a larger, financially
secure provider; and
• enable Virtual Internet Shareholders to realise the cash value of their investment
in Virtual Internet, without incurring dealing charges, at a share price which is at
a premium of approximately 99.1 per cent. to the Closing Price of 23.5 pence on 6
December 2001.
Upon completion of the Offer, Register.com (UK) intends to review the strategy of each of
Virtual Internet's businesses and of the Virtual Internet Group as a whole.
4. IRREVOCABLE UNDERTAKINGS TO ACCEPT THE OFFER
Register.com (UK) has received irrevocable undertakings to accept the Offer from:
• Jason Drummond, a non-executive director of Virtual Internet, in respect of
12,766,156 Virtual Internet Shares, representing approximately 50.8 per cent.of the
existing issued share capital of Virtual Internet; and
• certain of the other Directors who hold 33,272 Virtual Internet Shares in
aggregate, representing approximately 0.1 per cent. of the existing issued share
capital of Virtual Internet.
In addition, two directors of Virtual Internet, Tom Turcan and Jonathan Wales, hold options
over, in aggregate, 560,000 issued Virtual Internet Shares, representing approximately 2.2 per
cent. of the existing issued share capital of Virtual Internet, which are currently beneficially
owned by Jason Drummond. Tom Turcan and Jonathan Wales have each irrevocably undertaken to
Register.com (UK) that, upon the Offer becoming, or being declared, unconditional in all
respects, they will exercise their respective options and accept the Offer in respect of these
Virtual Internet Shares.
The irrevocable undertakings given by the Directors will continue to be binding in the event of
a higher competing offer being made for Virtual Internet. Accordingly, Register.com (UK) has
irrevocable undertakings to accept the Offer in respect of 13,359,428 Virtual Internet Shares in
aggregate, representing approximately 53.2 per cent. of the existing issued share capital of
Virtual Internet.
Further details of the irrevocable undertakings will be summarised in paragraph 3 of Appendix
VII to the Offer Document.
5. THE LOAN NOTE ALTERNATIVE
As an alternative to receiving some or all of the cash consideration of 46.8 pence per Virtual
Internet Share which would otherwise be receivable under the Offer, Virtual Internet
Shareholders (other than certain Overseas Shareholders) who validly accept the Offer will be
entitled to elect to receive Loan Notes to be issued by Register.com (UK) on the following
basis:
for every £1 of cash consideration £1 of nominal value of Loan Notes
(rounded down to the nearest £1)
The Loan Notes will be guaranteed as to principal only by Barclays Bank PLC. There will be no
guarantee as to the interest payable.
The Loan Notes will bear interest at a floating rate reset every six months at a rate equal to
LIBOR less one per cent. Such interest will be payable half yearly in arrears on 31 March and
30 September in each year, except that the first payment of interest on the Loan Notes will be
made on 30 September 2002 in respect of the period from the date of issue of the Loan Notes to
30 September 2002. The Loan Notes are redeemable at the request of the Noteholders on the date
which is six months and one day following the date of their issue and on subsequent interest
payment dates. All outstanding Loan Notes will be repaid at par (with accrued interest) on 30
June 2003, unless redeemed earlier under the terms of the Loan Note Instrument.
The Loan Notes are not to be registered in the United States, Canada, Australia, Japan or any
other jurisdiction in which an offer of the Loan Notes would constitute a violation of
relevant laws or require registration thereof.
The Loan Note Alternative is conditional on the Offer becoming, or being declared,
unconditional in all respects and will remain open for so long as the Offer remains opens for
acceptance.
Altium Capital has advised Register.com (UK) that, based on current market conditions, its
estimate of the value of the Loan Notes, if they had been in issue on 31 January 2002 (being
the latest practicable date prior to posting of this document), would have been approximately
98.0 pence per £1 of nominal value.
A summary of the principal terms of the Loan Notes will be contained in Appendix II to the
Offer Document.
6. VIRTUAL INTERNET WARRANTS
Altium Capital, on behalf of Register.com (UK) will offer to acquire, on the terms and subject to
the condition and further terms set out in Appendix I to the Offer Document and the accompanying
Blue Form of Acceptance, all of the outstanding Virtual Internet Warrants on the basis of 1 pence
in cash to each Virtual Internet Warrantholder in respect of their entire holding of Virtual
Internet Warrants. The Warrant Offer is conditional upon the Offer becoming, or being declared,
unconditional in all respects.
The Virtual Internet Warrants are exercisable at an exercise price greater than the Offer price.
7. FINANCIAL EFFECTS OF ACCEPTANCE
For illustrative purposes only, and assuming the Offer becomes or is declared unconditional in all
respects, the following table shows the financial effects of acceptance of the Offer on capital
value and income for a holder of ten Virtual Internet Shares.
Notes Offer Loan Note
(pence) Alternative
(pence)
Capital value:
Cash consideration for ten Virtual Internet 468.0 -
Shares
Value of £4.68 nominal of Loan Notes (i) - 458.6
Market value (ii) 235.0 235.0
Increase in capital value 233.0 223.6
Representing an increase of 99.1% 95.2%
Income:
Gross income from re-investment of cash (iii) 22.9 -
consideration
Gross income from £4.58 value of Loan Notes (iii) - 22.4
Gross dividend income on ten Virtual Internet (iv) Nil Nil
Shares
Increase in income 22.9 22.4
Notes:
(i) The value of the Loan Notes is based on Altium Capital's estimated value of 98.0 pence
per £1 of nominal value of a Loan Note, had such Loan Notes been in issue at 31 January
2002 (being the latest practicable date prior to the issue of this announcement).
(ii) The market value of Virtual Internet Shares is based on the Closing Price of 23.5 pence
on 6 December 2001, being the last dealing day prior to the initial statement by the
Company that it had received an approach which might or might not lead to an offer
being made for the Company.
(iii) The cash consideration is assumed to be re-invested so as to yield interest at a rate
of 4.89 per cent. per annum, being the gross redemption yield for the FTSE Actuaries
5-year Gilts Index as published in the Financial Times on 31 January 2002 (the latest
practicable date prior to the issue of this announcement.)
(iv) No dividend in respect of Virtual Internet Shares has been or is proposed to be made or
paid in relation to the year ended 31 October 2001.
(v) No account has been taken of any liability due to taxation.
8. INFORMATION ON VIRTUAL INTERNET
The principal activities of Virtual Internet are online intellectual property
protection and web hosting services.
Net Searchers is a provider of internet naming and copyright monitoring services
to corporations and intellectual property professionals. Net Searchers' services
include worldwide domain name registrations, domain name renewals, copyright
searching and infringer tracking.
The Virtual Internet web hosting business services customers throughout Europe
from its centralised multilingual operations centre in London, with a localised
web presence in France and Italy.
In the year ended 31 October 2001, Virtual Internet's turnover and gross profit
amounted to £9.3 million (2000: £6.3 million) and £6.5 million (2000: £4.4
million) respectively. The loss before taxation, goodwill amortisation,
exceptional items and the employee share incentive charges amounted to £7.2
million (2000: £4.3 million). As reported in the results for the nine months
ended 31 July 2001, the Board decided to write off the goodwill of £10.1 million
as part of its regular review of goodwill impairment. In addition, the Virtual
Internet Group incurred costs of £370,000 in restructuring its web hosting
division. The effect of these exceptional items was to increase the reported
loss before taxation to £19.7 million (2000: £8.0 million). Cash balances at 31
October 2001 were approximately £8.6 million (2000: £19.5 million). Cash
balances at 31 December 2001 were approximately £7.4 million.
Further financial information on Virtual Internet will be set out in Appendices
III and IV to the Offer Document.
9. INFORMATION ON THE REGISTER.COM GROUP
Register.com (UK) is a wholly-owned subsidiary of Register.com Holdings which is
itself a wholly-owned subsidiary of Register.com. Both Register.com Holdings and
Register.com (UK) are newly incorporated companies formed for the purposes of
Register.com (UK) making the Offer and the Warrant Offer. Register.com is a provider
of global domain registration and internet services for businesses and consumers that
wish to have a unique address and branded identity on the internet.
Register.com began processing generic top level domain registrations in June 1999
and, as such was the first registrar accredited by the Internet Corporation for
Assigned Names and Numbers ("ICANN") to compete in the domain registration market
after the US government facilitated the introduction of competition to the industry.
Currently, Register.com registers domain names across the generic top level domains
(''gTLDs''): .com, .net, .org, .biz and .info and .name and also registers names in
over two hundred and forty country code domains (''ccTLDs'') such as .co.uk, .de and
.jp
The aim of Register.com is to offer a quick and user friendly registration process as
well as responsive and reliable customer support. Customers are offered a suite of
value-added products and services targeted to assist development and maintenance of
online identities including domain name forwarding, real time domain name management
and FirstStepSiteTM which is a template driven three page starter website.
Other products and services include a more robust template driven website creation
tool under the name websiteNOW!TM and services for the domain name reseller market
such as auctions, appraisals and escrow services offered through Afternic.com. Inc.,
a subsidiary of Register.com.
Register.com retail customers are typically small to medium size businesses as well
as SOHOs ("Small Office/Home Office") and individuals. Generally, these customers
purchase domain name registration services directly from the Register.com website.
The corporate services division of Register.com provides domain name services for
large multinational companies and other enterprises with specialised domain name
registration needs, including management services, brand and trademark protection and
enhanced security.
In order to extend distribution, Register.com maintains a global partner network of
internet service providers, web-hosting companies, telecom carriers, web portals and
other web-based businesses. Using Register.com's flexible software solutions, these
companies resell Register.com's domain registration and related products and services
to their customers.
Recently, Register.com launched Registry Advantage, a domain registry solution, the
intention being to enable registries to take advantage of Register.com's systems on
an outsourced basis, thereby offering their clients the full domain registry
solution.
Through RegistryPro, a joint venture with Virtual Internet, a registry for the new
gTLD .pro is in the course of development and is finalising contract negotiations
with ICANN on which its launch is dependent. The .pro gTLD will be dedicated to
certified professionals such as lawyers, doctors and accountants.
Further information on the Register.com Group and a description of the financing
arrangements for the Offer will be set out in Appendices V and VI to the Offer
Document.
10. DIRECTORS AND EMPLOYEES
Register.com and Register.com (UK) has given assurances to the Directors that, following the Offer
becoming, or being declared, unconditional in all respects, the existing employment rights,
including pension rights, of the employees of the Virtual Internet Group will be fully
safeguarded.
William Slee, Ajay Chowdhury and Jason Drummond have agreed to resign from the Board upon the
Offer becoming, or being declared, unconditional in all respects. Jason Drummond will enter into a
new employment agreement with the Company as a part time employee upon the Offer becoming, or
being declared, unconditional in all respects. Further details of this agreement will be out in
paragraph 9 of Appendix VII to the Offer Document.
11. VIRTUAL INTERNET SHARE OPTION SCHEMES
The Offer extends to any Virtual Internet Shares which are unconditionally allotted or issued
prior to the date on which the Offer closes (or such earlier date as Register.com (UK) may,
subject to the City Code, determine, such earlier date not (without the consent of the Panel)
being earlier than the date on which the Offer becomes unconditional as to acceptances or, if
later, the first closing date of the Offer) whether as a result of the exercise of any Virtual
Internet Options or otherwise. With the exception of the options granted under the Virtual
Internet LTIP and pursuant to individual option agreements made with Messrs Slee and Mostert (a
former director of Virtual Internet), all options granted by the Company and which are
outstanding, have an exercise price greater than the Offer Price.
Following the Offer becoming, or being declared, unconditional in all respects
appropriate proposals will be made by Register.com (UK) to the holders of options
granted under the Virtual Internet LTIP and pursuant to the individual option
agreements with Messrs Slee and Mostert, in respect of options which remain
unexercised by the time the Offer becomes, or is declared, unconditional in all
respects.
12. INDUCEMENT FEE
On 14 January 2002, Virtual Internet entered into an agreement with Register.com
under which it agreed to pay an inducement fee to Register.com, capped at the lower
of one per cent. of the value of the Offer or £130,000 (inclusive of any applicable
VAT), in certain circumstances. The inducement fee will be payable if, on or before
the date the Offer lapses or is withdrawn, a third party acquires control of Virtual
Internet, or the Board withdraws its recommendation of the Offer or Virtual
Internet breaches, in a material respect, any provision of the exclusivity agreement
dated 18 December 2001 (as amended on 29 January 2002) made between Register.com and
Virtual Internet. The Board is satisfied that without these undertakings the Offer
would not have been made. Accordingly, the Board and Hoare Govett believe the
inducement fee agreement to be in the best interests of Virtual Internet
Shareholders.
Further details of the inducement fee agreement will be set out in paragraph 7 of
Appendix VII to the Offer Document.
13. COMPULSORY ACQUISITION, DE-LISTING AND RE-REGISTRATION
If Register.com (UK) receives acceptances under the Offer in respect of 90 per cent. or more of the
Virtual Internet Shares to which the Offer relates, Register.com (UK) will exercise its right pursuant
to the provisions of sections 428 to 430F (inclusive) of the Act to acquire compulsorily the remaining
Virtual Internet Shares.
Virtual Internet Shareholders are hereby given notice that, upon the Offer becoming or being
declared, unconditional in all respects, and subject to any applicable requirements of the UK
Listing Authority and the London Stock Exchange, Register.com (UK) intends to procure that
Virtual Internet applies to the UK Listing Authority and the London Stock Exchange for
cancellation, respectively, of the listing of Virtual Internet Shares on the Official List and of
trading in Virtual Internet Shares on the London Stock Exchange's markets for listed securities.
At the same time, it is intended that Register.com (UK) will procure that Virtual Internet
applies to the London Stock Exchange for cancellation of trading in the Virtual Internet Warrants
on the Alternative Investment Market. It is anticipated that such cancellations will, subject to
the Listing Rules, the Admission and Disclosure Standards and the Rules of the Alternative
Investment Market, take effect not earlier than 20 business days following the Offer becoming, or
being declared unconditional in all respects.
Register.com (UK) intends to re-register Virtual Internet as a private company as soon as it is
appropriate to do so under the relevant provisions of the Act.
14. RECOMMENDATION
The Board, which has been so advised by Hoare Govett, considers the terms of the Offer to be fair
and reasonable. In providing its advice to the Board, Hoare Govett has taken into account the
commercial assessments of the Directors.
Accordingly, the Directors unanimously recommend all Virtual Internet Shareholders to accept the
Offer, as they have irrevocably undertaken to do in respect of 13,359,428 Virtual Internet Shares
in aggregate, representing approximately 53.2 per cent. of Virtual Internet's existing issued
share capital.
15. GENERAL
The Offer Document, setting out the details of the Offer, and the accompanying Forms of
Acceptance is being despatched by Altium Capital today.
The Offer will be on the terms and will be subject to the conditions which will be set out or
referred to in Appendix I hereto and, in addition, those terms which will be set out in the Offer
Document and the Forms of Acceptance in respect thereof and such further terms as may be required
to comply with the rules and regulations of the UK Listing Authority and the provisions of the
City Code.
There are no agreements or arrangements to which Register.com, Register.com (UK) or Register.com
Holdings are party which relate to circumstances in which Register.com (UK) may or may not invoke
or seek to invoke a condition to the Offer.
The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of
the relevant jurisdiction in which they are resident. Persons who are not resident in the United Kingdom
should inform themselves about, and observe, any applicable requirements.
Neither the Offer nor the Warrant Offer is being made, directly or indirectly, in, into or from, or by any
means or instrumentality (including, without limitation, telephonically or electronically) of interstate or
foreign commerce, or any facility of a national securities exchange of the United States, Canada, Australia
or Japan and neither the Offer nor the Warrant Offer will be capable of acceptance by any such means,
instrumentality or facility from within the United States, Canada, Australia or Japan. Accordingly, copies
of this announcement are not being, and must not be, mailed, forwarded, sent, transmitted or otherwise
distributed in, into or from the United States, Canada, Australia or Japan and persons receiving this
announcement (including, without limitation, custodians, nominees and trustees) must not, forward, mail,
transmit or send or otherwise distribute them in, into or from the United States, Canada, Australia or Japan
as doing so may invalidate any purported acceptance of the Offer or the Warrant Offer in any such
jurisdiction.
Appendix II contains the definitions of terms used in this announcement.
This announcement does not constitute an offer or invitation to acquire any securities.
1 February 2002
Press enquiries:
For further information, please contact:
Altium Capital Limited
Richard Hughes/Joe Smith 0161 831 9133
Virtual Internet plc
William Slee 020 7460 4060
Hoare Govett Limited
Justin Jones
020 7678 8000
Andrew Osborne
1. Responsibility
(A) The directors of Register.com Holdings and the directors of Register.com (UK) whose names
are set out in paragraphs 2(A) and 2(B) below, accept responsibility for the information
contained in this announcement other than that relating to the Virtual Internet Group, the
Directors and members of their immediate families, and other connected persons and, to the
best of their knowledge and belief (having taken all reasonable care to ensure that such is
the case), the information contained herein for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of such information.
(B) The Directors, whose names are set out in paragraph 2(C) below, accept responsibility for
the information contained in this document relating to the Virtual Internet Group, the
Directors and members of their immediate families, and other connected persons and, to the
best of their knowledge and belief (having taken all reasonable care to ensure that such is
the case), the information contained herein for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of such information.
2. Directors
(A) The directors of Register.com Holdings are:
Richard Forman
Rene Mathis
Stephen Smith
The registered office of Register.com Holdings is 10 Norwich Street, London EC4A 1BD.
(B) The directors of Register.com (UK) are:
Richard Forman
Rene Mathis
Stephen Smith
The registered office of Register.com Holdings is 10 Norwich Street, London EC4A 1BD.
(C) The Directors are:
William Slee (Non-executive Chairman)
Tom Turcan (Chief Executive Officer)
Jonathan Wales (Chief Financial Officer)
Mark Cartwright (Managing Director, Hosting)
Ajay Chowdhury (Non-executive Director)
Jason Drummond (Non-executive Director)
The registered office of Virtual Internet is Elysium House, 126-128 New Kings Road, London
SW6 4LZ.
Altium Capital Limited, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Register.com, Register.com Holdings
and Register.com (UK) as financial adviser (within the meaning of the Rules of the
Financial Services Authority) and no one else in connection with the Offer and is
not advising any other person or treating any other person as its customer in
relation thereto and will not be responsible to anyone other than Register.com,
Register.com Holdings and Register.com (UK) for providing the protections afforded
to clients of Altium Capital Limited or for providing advice in relation to the
Offer or any other matters described herein.
Hoare Govett, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Virtual Internet and no one else in connection
with the Offer and the other matters described herein and will not be responsible to
anyone other than Virtual Internet, for providing the protections afforded to
clients of Hoare Govett or for providing advice in relation to the Offer or any
other matters described herein.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
CONDITIONS TO THE OFFER
The Offer, which will be made by Altium Capital on behalf of Register.com (UK), will comply with
the Listing Rules, the rules and regulations of the UK Listing Authority and the City Code, will
be governed by the laws of England and is subject to the terms and conditions set out in this
Appendix I, the Offer Document and the related White Form of Acceptance.
The Offer will be subject to the following conditions:
(A) valid acceptances being received (and not, where permitted, withdrawn) by not later
than 3.00 p.m. on 22 February 2002 (or such later time(s) and/or date(s) as
Register.com (UK) may with the consent of the Panel and, subject to the rules of the
City Code, decide) in respect of not less than 90 per cent. (or such lower percentage
as Register.com (UK) may decide) in nominal value of the Virtual Internet Shares to
which the Offer relates, provided that this condition will not be satisfied unless
Register.com (UK) shall have acquired or agreed to acquire (whether pursuant to the
Offer or otherwise) Virtual Internet Shares carrying in aggregate more than 50 per
cent. of the voting rights then normally exercisable at general meetings of Virtual
Internet (on such basis as may be required by the Panel). For the purpose of this
condition:
(i) Virtual Internet Shares which have been unconditionally allotted or issued
before the Offer becomes or is declared unconditional shall be deemed to carry
the voting rights they will carry upon the holder of those shares being entered
in the register of members of Virtual Internet, for this purpose (i) the
expression "Virtual Internet Shares to which the Offer relates" shall be
construed in accordance with sections 428 to 430F (inclusive) of the Act; and
(ii) shares which have been unconditionally allotted shall be deemed to carry
voting rights which they will carry on issue; and
(ii) the expression "Virtual Internet Shares" shall include (i) ordinary shares of
25 pence each in Virtual Internet unconditionally allotted or issued on or
before the date the Offer is made and (ii) ordinary shares of 25 pence each in
Virtual Internet unconditionally allotted or issued, fully paid or credited as
fully paid after that date but before the time at which the Offer ceases to be
open for acceptance (or such earlier date, not being earlier than the date on
which the Offer becomes or is declared unconditional as to acceptances or, if
later, the first closing date of the Offer, as Register.com (UK) may, with the
consent of the Panel and subject to the City Code, decide) including any
Virtual Internet Shares which are unconditionally allotted or issued on the
exercise of Virtual Internet Warrants, options granted under the Virtual
Internet Share Option Schemes, other conversion or subscription schemes or
otherwise.
(B) no government, or governmental, quasi-governmental, supranational, statutory,
regulatory or investigative body, authority (including any national anti-trust or
merger control authority), court, trade agency, association, institution or
professional or environmental body or any other person or body in any jurisdiction
(each a "Relevant Authority") having, without the consent of Register.com (UK) prior
to the date when the Offer becomes otherwise unconditional in all respects decided to
take, instituted, implemented or threatened any action, proceedings, suit,
investigation, enquiry or reference (and in each case not having irrevocably withdrawn
the same), or made, proposed or enacted, any statute, regulation, order or decision or
taken any other steps which would or might reasonably be expected to an extent which
is material in the context of the Offer:
(i) make the Offer, or its implementation, or the proposed acquisition of any
Virtual Internet Shares or other securities in the control of Virtual Internet
by Register.com (UK) or the control of Virtual Internet by any member of the
Register.com Group, void, illegal or unenforceable under the laws of any
relevant jurisdiction or otherwise, directly or indirectly, restrain, prohibit,
restrict, delay or otherwise interfere with the Offer, its implementation or
such proposed acquisition by Register.com (UK) or impose material additional
conditions or obligations with respect thereto, or otherwise challenge or
interfere therewith;
(ii) result in any delay in the ability of any member the Register.com Group, or
render Register.com (UK) unable to acquire all or some of the Virtual Internet
Shares or require, prevent or materially delay a divestiture or materially and
adversely alter the terms of any proposed divestiture by Register.com (UK) of
any such Virtual Internet Shares;
(iii) require, prevent or materially delay the divestiture by Register.com (UK) or
any other member of the Register.com Group, or any member of the wider Virtual
Internet Group of all or any substantial portion of their respective
businesses, assets or property (including, in the case of Register.com (UK),
any Virtual Internet Shares) or impose any material limitation on the ability
of any of them to conduct or deal with all or any substantial portion of their
respective businesses or to own or deal with all or any substantial portion of
their respective assets or properties;
(iv) impose any limitation or delay on the ability of Register.com (UK) or any
member of the Virtual Internet Group to acquire, or to hold or exercise
effectively, directly or indirectly, any rights of ownership of shares or other
securities or the equivalent in any member of the wider Virtual Internet Group
or to exercise management control over any member of the wider Virtual Internet
Group in each case in a manner which is material in the context of the Virtual
Internet Group or the Register.com Group respectively, taken as a whole;
(v) require Register.com (UK) or any member of the Virtual Internet Group to offer
to acquire any shares or other securities or interest (or the equivalent) in
any member of the wider Virtual Internet Group (other than Virtual Internet)
owned by any third party (other than pursuant to Part XIIIA of the Act or the
Offer);
(vi) result in any member of the wider Virtual Internet Group ceasing to be able to
carry on business under the name which it presently does so or impose any
limitation on any member of the Register.com Group and/or any member of the
wider Virtual Internet Group integrating its business, or any material part of
it, with the business of any member of any member of the wider Virtual Internet
Group in a manner which would be material in the context of the wider Virtual
Internet Group taken as a whole or any member of the Register.com Group
respectively; or
(vii) otherwise adversely affect the business, assets, profits or prospects of any
member of the wider Virtual Internet Group in a manner which would be material
in the context of the wider Virtual Internet Group taken as a whole or the
Register.com Group taken as a whole;
and all applicable waiting and other time periods during which any Relevant Authority
could decide to take, institute, implement or threaten any such action, proceeding,
suit, investigation, enquiry or reference or otherwise intervene having expired,
lapsed or been terminated provided that the outcome of negotiations between
RegistryPro, Inc. and ICANN in relation to the licensing of the .pro gTLD shall not
entitle Register.com (UK) to invoke this condition:;
(C) all necessary filings in connection with the Offer or its implementation having been
made, all appropriate waiting periods (including extensions thereof) in respect of the
Offer under any applicable legislation or regulations of any jurisdiction having
expired, lapsed or been terminated and all authorisations, orders, recognitions,
grants, consents, licences, confirmations, clearances, permissions and approvals ("
Authorisations") necessary or reasonably considered or appropriate for or in respect
of the Offer and the proposed acquisition of any Virtual Internet Shares by
Register.com (UK), or which are necessary for any member of the wider Virtual Internet
Group to carry on its business, having been obtained in terms and in a form reasonably
satisfactory to Register.com (UK) from all appropriate Relevant Authorities or
(without prejudice to the generality of the foregoing) other persons or bodies with
whom Register.com (UK) or any member of the wider Virtual Internet Group has entered
into contractual arrangements (in relation to the carrying on of the business of the
wider Virtual Internet Group where the absence of such Authorisations would have a
materially adverse effect on the Register.com Group or the wider Virtual Internet
Group taken as a whole) and all such Authorisations remaining in full force and effect
at the time at which the Offer becomes otherwise unconditional and there being no
intimation or notice of an intention to revoke, suspend, restrict, modify or not to
renew any of the same having been received, in each case as may be necessary in
connection with the Offer under the laws or regulations of any jurisdiction and all
necessary statutory or regulatory obligations which are material to the Offer and its
implementation and/or the acquisition by any member of the Register.com Group of any
shares or other securities in, or control of, Virtual Internet in any relevant
jurisdiction having been complied with;
(D) Notwithstanding conditions (B) and (C) of this announcement, the proposed acquisition
of Virtual Internet by Register.com (UK) is in compliance, in terms reasonably
satisfactory to Register.com (UK), with the applicable competition, restrictive trade
prices, anti-trust or consumer protection laws, legislation or regulations in any
jurisdiction, and in particular in the republic of Ireland, one of the following event
having occurred:
(a) the Minister for Enterprise, Trade and Employment in Ireland (the "
Minister") having stated in writing that he has decided not to make a order under
Section 9 of the Mergers, Take-Overs and Monopolies (Control) Act 1978 (the "Act") in
relation to the proposed acquisition of Virtual Internet by Register.com (UK); or
(b) the Minster having made an order under section 9 of the Act in
relation to the proposed acquisition of Virtual Internet by Register.com (UK) on terms
acceptable to Register.com (UK); or
(c) the relevant period within the meaning of Section 6 of the Act
having elapsed without the Minister having made an order under Section 9 of the Act in
relation to the proposed acquisition of Virtual Internet by Register.com (UK)
hereunder;
(E) save as fairly disclosed in this document or as is disclosed in Virtual Internet's
preliminary announcement of results for the year ended 31 October 2001, or as
otherwise publicly announced by Virtual Internet (by the delivery of an announcement
to the Company Announcement Office of the London Stock Exchange prior to noon on 1
February 2002) or as otherwise disclosed to Register.com (UK) or their professional
advisors in writing by or on behalf of Virtual Internet prior to 1 February 2002, such
information being hereinafter referred to as "publicly announced") there being no
provision of any arrangement, agreement, licence, permit, franchise or other
instrument to which any member of the wider Virtual Internet Group is a party or by or
to which any such member or any of its assets is or are or may be bound, entitled or
subject, or any circumstance which, as a consequence of the making of the Offer or the
acquisition or proposed acquisition by Register.com (UK) of Virtual Internet Shares or
because of a change in control or management of Virtual Internet would or might be
reasonably expected to result in, to an extent which is material in the context of the
Virtual Internet Group, taken as a whole:
(i) any monies borrowed by or other indebtedness (actual or contingent) or any
grant available to any member of the wider Virtual Internet Group which is
not already repayable on demand being or becoming repayable or being capable
of being declared repayable immediately or prior to the stated maturity date
or repayment date or the ability of any such member to borrow monies or incur
any indebtedness being or capable of being withdrawn or inhibited;
(ii) the creation of any mortgage, charge or other security interest over the
whole or any part of the business, property or assets of any member of the
wider Virtual Internet Group or any such security (whenever arising or having
arisen) becoming enforceable;
(iii) any such arrangement, agreement, licence, permit, franchise or instrument, or
the rights, liabilities, obligations or interests or business of any member
of the wider Virtual Internet Group under any such arrangement, agreement,
licence, permit, franchise or instrument, being terminated or adversely
modified or affected in accordance with or, pursuant to its terms or any
action being taken or any onerous obligation or liability arising thereunder
in accordance with or pursuant to its terms;
(iv) any assets or interests of any member of the wider Virtual Internet Group
being or failing to be disposed of or charged or any right arising under
which any such asset or interest could be required to be disposed of or
charged or cease to be available to any member of the wider Virtual Internet
Group;
(v) the rights, liabilities, obligations, interests or business of Register.com
(UK), or any member of the wider Virtual Internet Group in or with any
person, firm, company or body (or any arrangement or arrangements relating to
such rights, liabilities, obligations, interests or business) being
terminated or adversely modified or affected;
(vi) any member of the Register.com Group or any member of the wider Virtual
Internet Group ceasing to be able to carry on business in the manner or under
any name under which it presently does so to a material extent;
(vii) the value or the financial or trading position or prospects of the wider
Virtual Internet Group taken as a whole being adversely affected; or
(viii) the creation of any liability, actual or contingent, by any such member.
and no event having occurred which under any provision of any agreement, licence,
permit or other instrument to which any member of the Register.com Group is a party or
by or to which any such member or any of its assets is bound, entitled or subject is
likely to result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (viii) of this paragraph (E).
(F) no member of the wider Virtual Internet Group having since 31 October 2001 (save as
publicly announced):
(i) issued, agreed, authorised or proposed the issue of additional shares of any
class, or securities convertible into or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares or
convertible securities (save for options granted, and for any Virtual
Internet Shares allotted upon exercise of options granted, prior to the date
hereof under the Virtual Internet Share Option Schemes);
(ii) declared, paid or made or proposed to declare, pay or make any bonus,
dividend or other distribution, whether in cash or otherwise;
(iii) issued, authorised or proposed the issue of any debentures or incurred or
increased any indebtedness or contingent liability;
(iv) purchased, redeemed or repaid or announced any proposal to purchase, redeem
or repay any of its own shares or other securities or redeemed or reduced or
made any other change to any part of its share capital;
(v) entered into, or varied, or authorised, proposed or announced its intention
to enter into or vary any contract, transaction, arrangement or commitment
(whether in respect of capital expenditure or otherwise) which is of a
long-term or onerous nature or magnitude, or which involves or could
reasonably be expected to involve an obligation of a nature or magnitude
which, in any case, is material in the context of the wider Virtual Internet
Group, taken as a whole;
(vi) implemented, or authorised, proposed or announced its intention to implement
or enter into any material contract, reconstruction, amalgamation,
commitment, scheme or other transaction or arrangement, which in any case, is
material in the context of the wider Virtual Internet Group, taken as a whole
(otherwise than in the ordinary course of business);
(vii) entered into or made an offer (which remains open for acceptance) to enter
into or vary the terms of any service agreement or any other agreement or
arrangement (or given or received notice of termination of any such service
agreement or arrangement) with any of its directors or senior executives or
any connected person of any of such person (within the meaning of section 346
of the Act);
(viii) waived or compromised any claim other than in the ordinary course of business
and which is material in the context of the wider Virtual Internet Group as a
whole;
(ix) taken any corporate action (to an extent which is material in the context of
the wider Virtual Internet Group taken as a whole) or had any legal
proceedings stated or threatened against it for its winding up, dissolution
or re-organisation or for the appointment of a receiver, administrative
receiver, trustee or similar officer of all of any of its assets or revenues
or any analogous event having occurred in any jurisdiction or had any such
person appointed or been unable to pay its debts or having stopped or
suspended payment of its debts generally or ceased or threatened to cease
carrying on all or a significant part of its business;
(x) merged with any body corporate or acquired or disposed (in either case
otherwise than in the ordinary course of trading) of any assets (including
shares in subsidiaries, associates and trade investments) or made any change
in its share or loan capital to an extent which is material in the context of
the wider Virtual Internet Group taken as a whole or authorised or proposed
or announced any intention to propose the aforesaid;
(xi) entered into any contract, transaction or arrangement which would be
restrictive in a material respect on the business of Virtual Internet or any
member of the wider Virtual Internet Group taken as whole;
(xii) made any alteration to its memorandum or articles of association or other
incorporation or constitutional documents which is material in the context of
the Offer;
(xiii) entered into or made an offer (which remains open for acceptance) to enter
into an agreement or commitment or passed any resolution or announced or made
any proposal with respect to any of the transactions or events referred to in
this paragraph (F);
(xiv) disposal of or transferred, mortgaged or encumbered any material assets or
any right, title or interest in any material asset;
(xv) proposed or entered into any material contract, any reconstruction or
amalgamation, any material transaction or material arrangement otherwise than
in the ordinary course of business; or
(xvi) experienced any material adverse change or material deterioration of the
business, financial or trading position or profits or prospects of the
Virtual Internet Group taken as a whole.
(G) save as publicly announced, since 31 October 2001:
(i) there having been no adverse change or deterioration and no other
circumstance having arisen which would or is likely to result in any adverse
change or deterioration, in the business, assets, financial or trading
position or profits or prospects of any member of the wider Virtual Internet
Group to an extent which is material in the context of the wider Virtual
Internet Group taken as a whole;
(ii) there not having been instituted or remaining outstanding litigation,
arbitration proceedings, prosecution or other legal proceedings to which any
member of the wider Virtual Internet Group is or is likely to become a party
(whether as plaintiff or defendant or otherwise) and no such proceedings
having been threatened in writing against any such member and no inquiry or
investigation by or complaint or reference to any Relevant Authority against
or in respect of any such member or the business carried on by any such
member having been threatened, announced or instituted or remaining
outstanding by, against or in respect of any such member and the effect of
which in each case is or is likely to be material in the context of the wider
Virtual Internet Group, taken as a whole;
(iii) no contingent or other liability having been incurred or become apparent to
Register.com (UK) which is likely materially and adversely to affect any
member of the wider Virtual Internet Group, taken as a whole;
(H) Register.com (UK) not having discovered:
(i) any financial or business information concerning Virtual Internet or the wider
Virtual Internet Group publicly announced by or on behalf of any member of the
wider Virtual Internet Group that is materially misleading or contains a
misrepresentation of material fact or omits to state a fact necessary to make
the information contained therein not materially misleading in each case in the
context of the Offer;
(ii) except as publicly announced any member of the wider Virtual Internet Group is
subject to any liability, contingent or otherwise, which is material in the
context of the wider Virtual Internet Group, taken as whole;
(iii) that save as publicly announced any past or present member of the wider Virtual
Internet Group has failed to comply with any environmental legislation,
regulation, notice or order relating to it or with any permit, licence or other
authorisation required to be held by it under such environmental legislation,
regulation, notice or order and such non-compliance would be likely to give rise
to a liability on the part of any member of the wider Virtual Internet Group
which is material in the context of the wider Virtual Internet Group taken as a
whole;
(iv) except as publicly announced, or included herein, and save in respect of
RegistryPro,Inc. and RegistryPro Limited any partnership or company in which any
member of the wider Virtual Internet Group has a significant economic interest
(being, in the case of a company, an interest carrying 25 per cent. or more of
the voting capital of that company) and which is not a subsidiary of Virtual
Internet is subject to any material liability, contingent or otherwise, which is
not disclosed in the preliminary announcement of results of Virtual Internet for
the financial year ended 31 October 2001 and which is material in the context of
the Offer;
(v) that except as publicly announced there has been an emission, disposal,
discharge, deposit, spillage or leak of waste or hazardous or harmful substances
on or about or from any property now or previously owned, occupied or made use
of by any past or present member of the wider Virtual Internet Group which would
be likely to give rise to any liability (whether actual or contingent) or cost
which is material in the context of the wider Virtual Internet Group taken as a
whole; or
(vi) that except as publicly announced there is or is likely to be any liability
(whether actual or contingent) or requirement to make good, repair, reinstate or
clean-up any property now or previously owned, occupied or made use of by any
past or present member of the wider Virtual Internet Group which is material in
the context of the wider Virtual Internet Group taken as a whole.
For the purposes of these conditions, the "wider Virtual Internet Group" means Virtual
Internet and its subsidiary undertakings, associated undertakings and any other
undertaking in which Virtual Internet and/or such undertakings (aggregating their
interests) have a significant interest, the "wider Virtual Internet Group" (and for
these purposes "subsidiary undertaking", "associated undertaking" and "undertaking"
have the meanings given by the Act, other than paragraph 20(1)(b) of Schedule 4A to the
Act which shall be excluded for this purpose, and "significant interest" means a direct
or indirect interest in 10 per cent, or more of the equity share capital (as defined in
the Act)).
Subject to the requirements of the Panel, Register.com (UK) reserves the right to waive, in whole or in
part, all or any of conditions (B) to (H) inclusive. Conditions (B) to (H) inclusive, if not, where
applicable, waived, must be fulfilled or satisfied in the reasonable opinion of Register.com (UK) within 21
days after the later of the first closing date of the Offer and the date on which condition (A) is
satisfied, or in each case such later date as the Panel may agree, failing which the Offer will lapse. In
such a case, the Offer will cease to be capable of further acceptances and Register.com (UK), Altium
Capital and Virtual Internet Shareholders shall thereupon cease to be bound by prior acceptances.
Register.com (UK) shall be under no obligation to waive or treat as satisfied any of conditions (B) to (H)
inclusive by a date earlier than the latest date specified above for the satisfaction, fulfilment or waiver
thereof notwithstanding that the other conditions of the Offer may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances indicating that any such conditions may
not be capable of fulfilment.
If Register.com (UK) is required by the Panel to make an Offer for the Virtual Internet Shares under the
provisions of Rule 9 of the City Code, Register.com (UK) may make such alterations to the above conditions
as are necessary to comply with the provisions of that Rule.
Further Terms
The Offer will lapse if it or any matter arising therefrom or relating thereto is referred to the
Competition Commission before 3.00 p.m. on 22 February 2002 or the date on which the Offer becomes or is
declared unconditional as to acceptances, whichever is the later, and, if the Offer so lapses, the Offer
will cease to be capable of further acceptance and accepting Virtual Internet Shareholders, Altium Capital
and Register.com (UK) will cease to be bound by Forms of Acceptance submitted before the time when the
Offer lapses.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"Act" the Companies Act 1985, as amended
"Admission and Disclosure Standards" the requirements contained in the publication "
Admission and Disclosure Standards" dated May 2000
containing, among other things, the admission
requirements to be observed by companies seeking
admission to trading on the London Stock Exchange's
market for listed securities
"Alternative Investment Market" the Alternative Investment Market of the London
Stock Exchange
"Altium Capital" Altium Capital Limited
"Australia" The Commonwealth of Australia, its possessions and
territories and all areas subject to its
jurisdiction and any political sub-division thereof
"Barclays Bank PLC" Barclays Bank PLC, guarantor of the principle Loan
Notes
"Blue Form of Acceptance" the blue form of acceptance and authority relating
to the Warrant Offer
"Board" the board of directors of Virtual Internet
"Canada" Canada, its possessions and territories and all
areas subject to its jurisdiction and any political
sub-division thereof
"City Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market quotation of the Company
as derived from the Daily Official List of the
London Stock Exchange
"Directors" or "Virtual Internet Directors" the directors of Virtual Internet, being William
Slee, Tom Turcan, Jonathan Wales, Mark Cartwright,
Jason Drummond and Ajay Chowdhury
"Forms of Acceptance" the white form of acceptance and the blue form of
acceptance each accompanying the Offer Document
"Hoare Govett" Hoare Govett Limited
"Japan" Japan, its possessions and territories and all areas
subject to its jurisdiction and any political
sub-division thereof
The London Inter-Bank Offered Rate
"LIBOR"
"Listing Rules" the rules and regulations made by the UK Listing
Authority under Part VI of the Financial Services
and Markets Act 2000, as amended from time to time
"Loan Note Alternative" the alternative referred to in the Offer Document
whereby Virtual Internet Shareholders (other than
certain Overseas Shareholders) validly accepting the
Offer may elect to receive Loan Notes instead of all
or part of the cash consideration to which they
would otherwise have been entitled under the Offer
"Loan Note Instrument" the instrument constituting the Loan Notes
"Loan Notes" the bank guaranteed unsecured floating rate loan
notes of Register.com (UK) to be issued pursuant to
the Loan Note Alternative
"London Stock Exchange" London Stock Exchange plc
"Net Searchers" Virtual Internet's online intellectual property
protection business
"Offer" the recommended cash offer by Altium Capital on
behalf of Register.com (UK) to acquire the entire
issued and to be issued ordinary share capital of
Virtual Internet on the terms and subject to the
conditions set out in the Offer Document and in the
White Form of Acceptance including, where the
context requires, the Loan Note Alternative and
including where the context admits, any subsequent
revision, variation, extension or renewal thereof
"Offer Document" the document to be posted to Shareholders setting
out the terms and conditions of the Offer
"Official List" the Official List of the UK Listing Authority
"Overseas Shareholders" holders of Virtual Internet Shares who are resident
in or nationals or citizens of jurisdictions outside
the United Kingdom or who are nominees of, or
custodians, trustees or guardians for, any such
residents, citizens or nationals
"Panel" the Panel on Takeovers and Mergers
"Register.com" Register.com Inc.
"Register.com Group" Register.com and its subsidiary undertakings (as
that term is defined in the Act)
"Register.com Holdings" Register.com (UK) Holdings Limited, a wholly-owned
subsidiary of Register.com
"Register.com (UK)" or "the Offeror" Register.com (UK) Limited, a wholly-owned subsidiary
of Register.com Holdings formed for the purpose of
making the Offer
"UK Listing Authority" the Financial Services Authority acting in its
capacity on the competent authority for the purposes
of Part VI of the Financial Services and Markets Act
2000
"United Kingdom" or "UK" The United Kingdom of Great Britain and Northern
Ireland
"United States" or "US" The United States of America, its territories and
possessions, any state of the United States of
America and the District of Columbia and all other
areas subject to the jurisdiction of the United
States of America or any political sub-division
thereof
"Virtual Internet" or "Company" Virtual Internet plc
"Virtual Internet Group" or "Group" Virtual Internet and its subsidiary undertakings,
(as that term is defined in the Act)
"Virtual Internet LTIP" The Virtual Internet Long Term Incentive Plan
"Virtual Internet Options" the options granted under the Virtual Internet Share
Option Schemes and options over an aggregate of
20,000 shares granted to Messrs Slee and Mostert (a
former director of Virtual Internet) pursuant to
individual option agreements
"Virtual Internet Share Option Schemes" the Virtual Internet (Approved) 2000 Share Option
Scheme; the Virtual Internet (Unapproved) 2000 Share
Option Scheme; the Virtual Internet Sharesave Scheme
and the Virtual Internet LTIP
"Virtual Internet Shareholder" or "Shareholder" a holder of Virtual Internet Shares
"Virtual Internet Shares" or "Shares" the ordinary shares of 25p pence each in Virtual
Internet
"Virtual Internet Warrants" the warrants issued by Virtual Internet, which are
traded on the Alternative Investment Market,
entitling holders thereof to subscribe for Virtual
Internet Shares at a price of 100p per share
"Virtual Internet Warrantholder" or "Warrantholder" a holder of Virtual Internet Warrants
"Warrant Offer" the offer by Altium Capital on behalf of
Register.com (UK) to acquire all outstanding Virtual
Internet Warrants on the terms and subject to the
conditions set out in the Offer Document and in the
relevant Blue Form of Acceptance
"White Form of Acceptance" The white form of acceptance, authority and election
relating to the Offer, accompanying this document
This information is provided by RNS
The company news service from the London Stock Exchange
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