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Company ANT plc
TIDM ANTP
Headline

Recommended acquisition by Espial (UK) of ANT plc

Released 10:04 30-Nov-2012
Number 4196S10

RNS Number : 4196S
ANT plc
30 November 2012
 



Rule 2.7 Announcement

Part I

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

FOR IMMEDIATE RELEASE                                                                    30 November 2012

 

Recommended Cash Acquisition

by

Espial (UK) Limited ("Espial UK"), a wholly-owned subsidiary of Espial Group Inc. ("Espial")

of

ANT plc ("ANT")

(to be implemented by way of a Scheme of Arrangement under Part 26 of the Companies Act)

Summary

•        The boards of Espial and ANT announce that they have reached agreement on the terms of a recommended cash offer to be made by Espial UK for the entire issued and to be issued share capital of ANT (the "Acquisition"). It is intended that the Acquisition will be effected by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act.

•        Under the terms of the Acquisition, ANT Shareholders will be entitled to receive 20.5 pence in cash for each ANT Share held.

•        The Acquisition values the issued share capital of ANT at approximately £4.979 million.

•        The Acquisition consideration of 20.5 pence for each ANT Share represents a premium of approximately:

o     9.3 per cent. to the closing price of 18.75 pence per ANT Share on 29 November 2012, the Business Day immediately prior to the date of this announcement;

o     5.7 per cent. to the average closing price of 19.39 pence per ANT Share over the three month period ended 29 November 2012; and

o     9.4 per cent. to the average closing price of 18.74 pence per ANT Share over the six month period ended 29 November 2012.

The ANT Directors, who have been so advised by Westhouse Securities Limited ("Westhouse"), consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the ANT Directors, Westhouse has taken into account the commercial assessments of the ANT Directors. Accordingly, the ANT Directors intend to unanimously recommend that ANT Shareholders vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting, as those ANT Directors holding ANT Shares have irrevocably undertaken to do in respect of their own beneficial holdings of ANT Shares, amounting to, in aggregate, 57,600 ANT Shares, representing approximately 0.2 per cent. of the issued share capital of ANT at the date of this announcement.

•          Espial UK has also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting in respect of in aggregate 11,865,387 ANT Shares, representing approximately 48.9 per cent. of the issued share capital of ANT as at the date of this announcement.

•          Espial UK has therefore received in aggregate irrevocable undertakings over 11,922,987 ANT Shares, representing approximately 49.1 per cent. of the issued share capital of ANT as at the date of this announcement. Further details of the irrevocable undertakings are set out in Appendix III to this announcement.

•          The cash consideration payable under the terms of the Acquisition will be funded using Espial's existing cash resources.

•           The Acquisition will be subject to the approval of ANT Shareholders and to the satisfaction or waiver of the other Conditions and certain further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Scheme Document.

 

•           Subject to satisfaction of the Conditions, the Scheme is expected to become effective in February 2013. The Scheme Document setting out further details of the Scheme, the expected timetable and the procedure to be followed will be despatched to ANT Shareholders as soon as reasonably practicable.

 

•           The Acquisition will be considered by ANT Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the ANT Shareholders entitled to vote and present and voting at the Court Meeting, either in person or by proxy, and representing at least 75% in value of the ANT Shares voted. In addition, a resolution concerning certain matters necessary to implement the Scheme and approve the related Capital Reduction must be passed by 75% of votes cast by ANT Shareholders present and voting at the General Meeting.

 

 

 

 

 

Commenting on the Acquisition, Jaison Dolvane, Chief Executive Officer of Espial said:

"We are pleased to have reached agreement with the Board of ANT on the terms of our proposed offer for the Company, and we look forward to building on what they have achieved with the business to date."

Commenting on the Acquisition, Royston Hoggarth, Non-Executive Chairman of ANT said:

"On behalf of the Board of ANT and its staff, we are excited by the agreement reached with Espial and look forward to a stronger future as a combined business."

This summary should be read in conjunction with the full text of the following announcement including the Appendices to this announcement. The Conditions and certain further terms of the Acquisition are set out in Appendix I to this announcement. Appendix II to this announcement sets out the sources and bases of certain financial and other information contained in this announcement. Appendix III to this announcement contains details of the irrevocable undertakings given to Espial UK. Appendix IV to this announcement contains the definitions of certain terms used in this announcement.

Enquiries:

Espial 

 

Tel: +1 613 230 4770

Jaison Dolvane, Chief Executive Officer

Carl Smith, Chief Financial Officer

ANT plc

Tel: +44 1223 716400

Royston Hoggarth, Non-Executive Chairman

Westhouse (financial adviser, nominated adviser and broker to ANT plc)

Tel: +44 20 7601 6100

Tom Griffiths

Paul Gillam

Newgate Threadneedle (public relations adviser to ANT plc)

Tel: +44 20 7653 9850

Caroline Evans-Jones

Fiona Conroy

 

 

 

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.

This announcement does not constitute a prospectus or prospectus equivalent document. The Acquisition will be made solely on the basis of information contained or referred to in, or the procedures set out in, the Scheme Document and the accompanying Forms of Proxy (which will together contain the full terms and conditions of the Acquisition). ANT Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it has been despatched.

Please be aware that addresses, electronic addresses and certain other information provided by ANT Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from ANT may be provided to Espial UK and Espial during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Allenby Capital Limited ("Allenby"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Espial UK and Espial and no-one else in connection with the Acquisition and will not be responsible to anyone other than Espial UK and Espial for providing the protections afforded to clients of Allenby nor for providing advice in relation to the Acquisition or any other matters referred to herein.

Westhouse, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for ANT and no-one else in connection with the Acquisition and will not be responsible to anyone other than ANT for providing the protections afforded to clients of Westhouse nor for providing advice in relation to the Acquisition or any other matters referred to herein.

Overseas jurisdictions

The availability of the Acquisition in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law. In particular, as described in Appendix I to this announcement, the Acquisition will not be made directly or indirectly into any Restricted Jurisdiction. Therefore, persons into whose possession this announcement comes who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves about, and observe, any applicable restrictions. ANT Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Acquisition relates to shares of a company incorporated in the United Kingdom and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the proxy solicitation rules nor (unless implemented by means of a takeover offer) the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Acquisition. Moreover, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom and under the City Code to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules.

Unless otherwise determined by Espial UK or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

Any person (including, without limitation, as custodian, nominee or trustee) who would or otherwise intends to, or who may have a contractual or legal obligation to forward this announcement and / or the Scheme Document and / or any other related document to any jurisdiction outside of the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction before taking any action.

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 of any jurisdiction outside the United Kingdom.

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of an offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 p.m. (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 paper 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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Forward-looking statements

This announcement contains statements that are or may be forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Espial or ANT, as applicable, about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Espial and ANT, the expected timing and scope of the Acquisition and other statements other than historical facts. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal", "strategy", "budget", "forecast" or "might" or, words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, losses and future prospects; (ii) business and management strategies and the expansion and growth of Espial's or ANT's operations and potential synergies resulting from the Acquisition; (iii) the effects of government regulation on Espial's or ANT's business.

These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in this announcement, they have not been reviewed by the auditors of Espial or ANT or their respective financial advisers. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. These factors include the satisfaction of the Conditions, as well as additional factors, such as: fluctuations in the capital markets; fluctuations in interest and exchange rates; increased regulation or regulatory scrutiny; the occurrence of unforeseen disasters or catastrophes; political or economic instability in principal markets; adverse outcomes in litigation; and general, local and global economic, political, business and market conditions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Espial, Espial UK nor ANT, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Espial, Espial UK or ANT or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Espial, Espial UK and ANT disclaim any obligation to update or revise any forward-looking or other statements contained herein other than in accordance with their legal and regulatory obligations.

Nothing in this announcement shall be effective to limit or exclude any liability which, by law or regulation, cannot be so limited or excluded.

Publication of this announcement on Espial's and ANT's websites

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in any Restricted Jurisdictions, on www.espial.com and www.antplc.com by no later than 12:00 noon (London time) on 3 December 2012 (being the Business Day following the date of this announcement) in accordance with Rule 30.4 of the Code.

The contents of Espial's website and ANT's website are not incorporated into and do not form part of this announcement.

A hard copy of this announcement is available free of charge for collection only, at Westhouse, One Angel Court, London EC2R 7HJ. ANT Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, ANT announced on 13 September 2012 and confirms that it still has in issue 24,286,367 ordinary shares of 5 pence each which are admitted to trading on AIM. The ISIN of the ANT Shares is GB00B06BSD59.



 

Part II

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

FOR IMMEDIATE RELEASE                                                                    30 November 2012

 

Recommended Cash Acquisition

by

Espial (UK) Limited ("Espial UK"), a wholly-owned subsidiary of Espial Group Inc. ("Espial")

of

ANT plc ("ANT")

(to be implemented by way of a Scheme of Arrangement under Part 26 of the Companies Act)

1.       Introduction

The boards of Espial and ANT announce that they have reached agreement on the terms of a recommended cash acquisition to be made by Espial UK of the entire issued and to be issued ordinary share capital of ANT (the "Acquisition"). It is intended that the Acquisition will be effected by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act.

2.       The Acquisition

The Acquisition, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, will be made on the following basis:

20.5p in cash for each ANT Share

The Acquisition consideration of 20.5 pence for each ANT Share represents a premium of approximately:

o     9.3 per cent. to the closing price of 18.75 pence per ANT Share on 29 November 2012, the Business Day immediately prior to the date of this announcement;

o     5.7 per cent. to the average closing price of 19.39 pence per ANT Share over the three month period ended 29 November 2012; and

o     9.4 per cent. to the average closing price of 18.74 pence per ANT Share over the six month period ended 29 November 2012.

If the Scheme becomes effective, it will be binding on all ANT Shareholders irrespective of whether or not they attended or voted in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting.

Subject to satisfaction of the Conditions, the Scheme is expected to become effective in February 2013. The Scheme Document setting out further details of the Scheme, the expected timetable of the Scheme and the procedures to be followed will be despatched to ANT Shareholders as soon as reasonably practicable.

3.       Recommendation

The ANT Directors, who have been so advised by Westhouse, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the ANT Directors, Westhouse has taken into account the commercial assessments of the ANT Directors.

Accordingly, the ANT Directors intend to unanimously recommend that the ANT Shareholders vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting, as those ANT Directors holding ANT Shares have irrevocably undertaken to do in respect of their own beneficial holdings of ANT Shares, amounting to, in aggregate, 57,600 ANT Shares, representing approximately 0.2 per cent. of the issued share capital of ANT at the date of this announcement. Please see paragraph 5 of this Part II for further details of those ANT Directors' irrevocable undertakings.

4.       Background to and reasons for the recommendation

On 23 August 2012, ANT announced that while revenue for the first half of 2012 would exceed that of the same period in 2011, and had benefitted from an initial customer rollout, licence bookings were significantly down on the prior year. This, coupled with a significant engineering cost associated with a prime contract spread across the year, meant that revenue and profit for the year ending 31 December 2012 were expected to fall short of market expectations (the "Trading Statement").

 

In its interim results announcement released on 13 September 2012, ANT announced that in the first half of the year ("H1 2012") it had signed one licence, compared to 7 in the comparable period in 2011 ("H1 2011"), cost of sales included a significant cost overrun and a provision for a loss making contract and while revenue was at a record high, being up 15 per cent. on H1 2011, which was boosted by Cisco deploying ANT's Galio platform enabled set-top boxes in material volumes into the North American cable TV market, gross margin was down to 65 per cent. from 84 per cent. in H1 2011 resulting in an increased loss before tax of £0.44 million (H1 2011: £0.28 million).

 

In the same announcement, ANT stated that it had positioned itself over the preceding year as a leader in the connected TV market, winning programmes with Freesat to support its new G2 platform and Harvard supporting its View 21 launch, both in the UK market. However, as indicated in the Trading Statement, these programmes had been very challenging and ANT was working through their delivery, but it was noted that the nature of these projects might result in material disputes with several customers, which were yet to be quantified in resolution.

 

Furthermore, following recent management changes, the ANT Board was taking steps to urgently review both the delivery of these programmes and the longer term prospects of the company. In addition, while ANT remained as a going concern, the ANT Board would explore all options to maximise shareholder value, which might involve continued trading, voluntary liquidation, the sale of ANT or asset sales. It was noted that this meant that an offer period had commenced in respect of the company, but that no offer had been received for ANT and there could be no certainty that any offer would be made nor as to the terms on which any offer would be made.

 

As part of its strategic review, the ANT Board has evaluated each of the options outlined above. It was during this process that the ANT Board received an approach from Espial. The ANT Board has considered whether, in light of the trading performance in H1 2012 and since 30 June 2012 and the continuing lack of new licence sales and the declining level of gross margin, ANT could realistically continue as an independent entity and remain as a going concern.  As explained in the interim results announcement, through efficient working capital management rather than due to ANT's trading performance, ANT's cash balance and other financial assets at 30 June 2012 stood at £4.4 million.  As at 31 October 2012 ANT's cash balance and other financial assets stood at £3.6 million, which the Board expects will be reduced materially by the year end.

 

As part of these deliberations, and given the slowdown in new licence sales, the ANT Board has examined the orderly wind-down of ANT's current operations and running off the royalty stream while continuing to service its ongoing licence and contractual obligations. This would involve in the short term a material reduction in staff numbers and a resultant significant cash outlay. It would still leave the company with ongoing medium term property costs and obligations which would impact the return to ANT Shareholders.  An alternative option, as referred to above, would be to enter into a voluntary liquidation or asset sales, however the ANT Board considers that these would be unlikely to result in an improved return for shareholders.

 

In the interim statement, ANT highlighted challenges with major programmes.  Whilst there remains uncertainty surrounding these programmes ANT has been actively working to resolve these.  The impact of such resolution on ANT cannot be fully determined at this time.

 

The ANT Board believes that ANT's share price performance has been affected by several factors, including ANT's inconsistent trading performance, lack of scale and the illiquidity of the ANT Shares. The ANT Board has evaluated the offer from Espial on behalf of the ANT Shareholders as a whole. Given the operational issues highlighted above, it has considered the benefits of continuing as an independent entity and its shares remaining admitted to trading on AIM, against the operational constraints of being a publicly quoted company and has concluded that there are significant associated challenges mainly due to the limited scale of the company. The ANT Board believes that ANT with the support of Espial will be better placed to grow while also safeguarding employees' futures. Furthermore, the ANT Board considers that any growth in equity value for shareholders is unlikely and at best uncertain and that all shareholders should be given the opportunity to realise value from their investment in cash immediately.

 

Accordingly, the ANT Directors intend to recommend unanimously that ANT Shareholders vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting, as those ANT Directors holding ANT Shares have irrevocably undertaken to do in respect of their own beneficial shareholdings of ANT Shares, amounting to, in aggregate, 57,600 ANT Shares, representing approximately 0.2 per cent. of the issued share capital of ANT at the date of this announcement.

5.       Irrevocable undertakings

The two ANT Directors who hold ANT Shares and RBC cees Limited, acting in its capacity as trustee (the "EBT Trustee") of the employee benefit trust settled on 7 March 2005 (the "Employee Benefit Trust") have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting in respect of their own beneficial shareholdings of ANT Shares (or, in the case of the EBT Trustee, in respect of 2,705,497 ANT Shares held by the trust) amounting to, in aggregate, 2,763,097 ANT Shares representing approximately 11.4 per cent. of ANT's issued share capital as at the date of this announcement.

Espial UK has also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting from each of Richard Farleigh, Kestrel Partners LLP and Foresight VCT plc in respect of, in aggregate, 9,159,890 ANT Shares, representing approximately 37.7 per cent. of the issued share capital of ANT as at the date of this announcement.

Espial UK therefore has received irrevocable undertakings over a total of 11,922,987 ANT Shares, representing approximately 49.1 per cent. of the issued share capital of ANT as at the date of this announcement.

Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

6.       Background to and reasons for the Acquisition

The Espial Directors believe that consumer electronics manufacturers and service providers are looking for clear leaders that they can partner with to deliver their next-generation TV and video solutions.  Espial values ANT's engineering team's experience in client technology and applications for set-top boxes, smart TV, tablets and smart phones.  Espial believes that it will gain further scale and benefit from ANT's added resources, technology and customers.

7.       Information relating to Espial

Espial is a leading provider of TV Browser and TV Everywhere software solutions to consumer electronics manufacturers and telecommunications service providers.

The Espial TV Browser product allows Smart TV manufacturers to provide a full web experience on their TVs, set-top boxes, digital media adapters and other devices.  TV manufacturers are projected to ship increasing numbers of web-enabled TVs over the next several years. Espial's TV Browser is currently being shipped with Sharp, Toshiba and Hitachi TVs.

The Espial Media Service Platform and Espial MediaBase Platform enable the delivery of TV Everywhere and IPTV services over Internet Protocol broadband networks.  Its products allow communications service providers, including telecommunications operators, cable TV, satellite TV and Internet service providers (ISPs) to deploy TV Everywhere and IPTV services to their subscribers.

Espial is headquartered in Ottawa, Canada, and maintains a development office in the United States and virtual sales offices in the United States, the United Kingdom, Germany, France, Japan, Sweden and China.  Its shares are listed on the Toronto Stock Exchange and it has a current market capitalisation of approximately CAD$13.9 million.

8.   Information relating to Espial UK

Espial UK is a direct wholly-owned subsidiary of Espial and was incorporated for the purpose of making the Acquisition.  Espial UK is registered in England and Wales (company registration number 8301254). 

9.       Information relating to ANT

ANT plc is a public limited company incorporated in England and Wales (company registration number 5372859), and headquartered in Cambridge, England.  The ANT Shares are publicly traded on AIM.  

ANT's loss before tax for the year ended 31 December 2011 was (£340,184).  For the six months ended 30 June 2012 ANT made a loss after tax of £487,447.

10.     Management and employees

Espial confirms that, following implementation of the Acquisition, the existing contractual and statutory employment rights, including pension rights, of all ANT Group employees will be fully safeguarded.

11.     Financing arrangements

The cash consideration payable by Espial UK under the terms of the Acquisition will be financed from Espial's existing cash resources.

Allenby, which is advising Espial and Espial UK in relation to the cash confirmation pursuant to Rules 2.7(d) and 24.8 of the Code, is satisfied that resources are available to Espial UK sufficient to satisfy in full the cash consideration payable to ANT Shareholders under the terms of the Acquisition.

 

12.     Confidentiality/Standstill Agreement and Co-operation Agreement

(a)        On 20 September 2012, Espial and ANT entered into a confidentiality and standstill agreement in a customary form, pursuant to which Espial, inter alia:

(i)      has undertaken, subject to certain exceptions, to keep confidential information relating to ANT and not disclose it to third parties; and

(ii)     has agreed that it will not, either while negotiations for a potential transaction are taking place or during the 12 months after the date on which discussions about such potential transaction terminate, solicit ANT's employees, acquire ANT Shares or make any offer to acquire ANT (or announce any intention to do so), without the prior written consent of the ANT Board.

 

The confidentiality obligations referred to above will remain in force up to completion of the Acquisition or for a period of five years from the date of the confidentiality and standstill agreement if the Acquisition does not complete. The confidentiality and standstill agreement is disclosed as referred to in paragraph 18 below.

(b)        On 30 November 2012, Espial, Espial UK and ANT entered into a co-operation agreement that sets out certain mutual commitments to regulate the basis on which Espial UK and ANT are willing to implement the Acquisition, including co-operation in relation to (i) the preparation and finalisation of the Scheme Document, (ii) the obtaining of any and all consents, clearances, permissions and waivers as may be necessary; (iii) consultations with and submissions to, the Panel, as may be necessary; and (iv) and the making of all filings as may be necessary, from or under the law, regulations or practices applied by any applicable regulatory authority in connection with the Acquisition.  The co-operation agreement is disclosed as referred to in paragraph 18 below.

 

13.     ANT Share Schemes

Espial UK does not propose to make any offer or proposal to participants in the ANT Share Schemes because the see-through value of all ANT Options is negative.

14.     Disclosure of interests in ANT Shares

At the close of business on 29 November 2012, being the last practicable date prior to the publication of this announcement, save for the irrevocable undertakings referred to in paragraph 5 above, none of Espial, the Espial Directors or Espial UK nor, so far as the Espial Directors are aware, any person acting or deemed to be acting in concert with Espial UK held any interests in ANT Shares.

Espial UK confirms that it will make an Opening Position Disclosure on the date of this announcement, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code.

15.     Structure of the Acquisition

It is intended that the Acquisition will be effected by means of a scheme of arrangement between ANT and ANT Shareholders under Part 26 of the Companies Act. As described in more detail in paragraph 19 below, Espial UK reserves the right to elect to implement the acquisition of ANT, subject to the prior consent of the Panel, by way of a takeover offer within the meaning of Part 28 of the Companies Act.

The purpose of the Scheme is to provide for Espial UK to become the holder of the entire issued and to be issued ordinary share capital of ANT. This is to be achieved by the cancellation of the ANT Shares and the application of the reserve arising from such cancellation in paying up in full a number of new ANT Shares (which is equal to the number of ANT Shares cancelled), and issuing the same to Espial UK, in consideration for which the ANT Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcement.  

To become effective, the Scheme must be approved by a majority in number of those ANT Shareholders entitled to vote and present and voting at the Court Meeting (either in person or by proxy) and representing at least 75 per cent. in value of the ANT Shares voted, and the passing, by the requisite majority, of the resolution proposed at the General Meeting necessary to implement the Scheme and approve the related Capital Reduction.

The Scheme is also subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document. Once the necessary approvals from ANT Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and requisite statement of capital as approved by the Court to the Registrar of Companies.

Subject to satisfaction of the Conditions, the Scheme is expected to become effective in February 2013.

The Acquisition will lapse if the Scheme does not become effective by 27 February 2013 (or such later date as Espial UK and ANT may, with the consent of the Panel (if required), agree and the Court may allow), provided however that such deadline for the effectiveness of the Scheme may be waived by Espial UK.

Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document, together with notices of the Court Meeting and the General Meeting and the accompanying Forms of Proxy, which are expected to be despatched to ANT Shareholders as soon as reasonably practicable and in any event within 28 days of the date of this announcement.

16.     Delisting and re-registration

Prior to the Scheme becoming effective, ANT will make an application for the cancellation of the admission to trading of the ANT Shares on AIM.

Accordingly, if the Scheme is approved by ANT Shareholders and sanctioned by the Court, the last day of dealings in ANT Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. on that date.

On the Effective Date, share certificates in respect of ANT Shares will cease to be valid and entitlements to ANT Shares held within the CREST system will be cancelled.

It is also intended that, pursuant to the Scheme, ANT will be re-registered as a private company under the relevant provisions of the Companies Act.

17.     Documentation

It is expected that the Scheme Document will be sent to ANT Shareholders (other than ANT Shareholders in Restricted Jurisdictions) as soon as reasonably practicable and in any event within 28 days of the date of this announcement. ANT Shareholders (other than ANT Shareholders in Restricted Jurisdictions) who hold their ANT Shares in certificated form will be sent Forms of Proxy together with the Scheme Document. The Scheme Document and the accompanying Forms of Proxy will be available to all ANT Shareholders (other than ANT Shareholders in Restricted Jurisdictions) at no charge to them on Espial's website at www.espial.com and at ANT's website at www.antplc.com. ANT Shareholders are urged to read the Scheme Document and, where received, the accompanying Forms of Proxy when they are sent to them because they will contain important information.

18.     Display documents

Copies of the following documents will be available on the websites of Espial and ANT at, respectively, www.espial.com and www.antplc.com from 12 noon on 3 December 2012 (being the Business Day following the date of this announcement) until the earlier of the Acquisition having completed or having lapsed or been withdrawn:

·    the irrevocable undertakings referred to in paragraph 5 above and summarised in Appendix III to this announcement;

·    the confidentiality and standstill agreement referred to in paragraph 12 above; and

·    the co-operation agreement referred to in paragraph 12 above.

19.     General

This announcement does not constitute an offer or an invitation to purchase any securities.

The Acquisition will comply with the applicable rules and regulations of the London Stock Exchange, the Code and the AIM Rules for Companies, will be governed by English law and will be subject to the exclusive jurisdiction of the English courts. In addition, it will be on the terms and subject to the conditions set out in this announcement and in the Scheme Document.

Espial UK reserves the right to elect to implement the acquisition of the ANT Shares by way of a takeover offer under Part 28 of the Companies Act as an alternative to the Scheme. In such event, the acquisition will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as Espial UK may decide).

The ANT Directors accept responsibility for the information contained in this announcement relating to the ANT Group, themselves and their immediate families, related trusts and connected persons.  The Espial Directors accept responsibility for all of the other information contained in this announcement. To the best of the knowledge and belief of the Espial Directors and the ANT Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they are respectively responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Conditions and certain further terms of the Acquisition are set out in Appendix I to this announcement. Appendix II sets out the sources and bases of certain financial and other information contained in this announcement. Appendix III contains details of the irrevocable undertakings given to Espial UK. Appendix IV contains the definitions of certain terms used in this announcement.

Westhouse has given and has not withdrawn its written consent to the issue of this announcement with the inclusion herein of the references to its name in the form and context in which they appear.

 

Allenby has given and has not withdrawn its written consent to the issue of this announcement

with the inclusion herein of the references to its name in the form and context in which they appear.

 

Enquiries: Espial

Tel: +1 613 230 4770

 

Jaison Dolvane, Chief Executive Officer

Carl Smith, Chief Financial Officer

 

ANT plc

Tel: +44 1223 716400

Royston Hoggarth, Non-Executive Chairman

Westhouse (financial adviser, nominated adviser and broker to ANT plc)

Tel: +44 20 7601 6100

Tom Griffiths

Paul Gillam

Newgate Threadneedle (public relations adviser to ANT plc)

Tel: +44 20 7653 9850

Caroline Evans-Jones

Fiona Conroy

 

 

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.

This announcement does not constitute a prospectus or prospectus equivalent document. The Acquisition will be made solely on the basis of information contained or referred to in, or the procedures set out in, the Scheme Document and the accompanying Forms of Proxy (which will together contain the full terms and conditions of the Acquisition). ANT Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it has been despatched.

Please be aware that addresses, electronic addresses and certain other information provided by ANT Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from ANT may be provided to Espial and Espial UK during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Allenby, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Espial and Espial UK and no-one else in connection with the Acquisition and will not be responsible to anyone other than Espial and Espial UK for providing the protections afforded to clients of Allenby nor for providing advice in relation to the Acquisition or any other matters referred to herein.

Westhouse, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for ANT and no-one else in connection with the Acquisition and will not be responsible to anyone other than ANT for providing the protections afforded to clients of Westhouse nor for providing advice in relation to the Acquisition or any other matters referred to herein.

Overseas jurisdictions

The availability of the Acquisition in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law. In particular, as described in Appendix I, the Acquisition will not be made directly or indirectly into any Restricted Jurisdiction. Therefore, persons into whose possession this announcement comes who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves about, and observe, any applicable restrictions. ANT Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Acquisition relates to shares of a company incorporated in the United Kingdom and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales.  Neither the proxy solicitation rules nor (unless implemented by means of a Takeover Offer) the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Acquisition. Accordingly, the Acquisition is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation and tender offer rules.

Unless otherwise determined by Espial UK or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

Any person (including, without limitation, as custodian, nominee or trustee) who would or otherwise intends to, or who may have a contractual or legal obligation to forward this announcement and / or the Scheme Document and / or any other related document to any jurisdiction outside of the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction before taking any action.

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 of any jurisdiction outside the United Kingdom.

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of an offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 p.m. (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 paper 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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Forward-looking statements

This announcement contains statements that are or may be forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of ANT and Espial about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on ANT and Espial, the expected timing and scope of the Acquisition and other statements other than historical facts. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal", "strategy", "budget", "forecast" or "might" or, words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, losses and future prospects; (ii) business and management strategies and the expansion and growth of ANT or Espial's operations and potential synergies resulting from the Acquisition; (iii) the effects of government regulation on Espial's or ANT's business.

These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in this announcement, they have not been reviewed by the auditors of ANT or Espial or their respective financial advisers. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. These factors include the satisfaction of the Conditions, as well as additional factors, such as: fluctuations in the capital markets; fluctuations in interest and exchange rates; increased regulation or regulatory scrutiny; the occurrence of unforeseen disasters or catastrophes; political or economic instability in principal markets; adverse outcomes in litigation; and general, local and global economic, political, business and market conditions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither ANT, Espial nor Espial UK, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to ANT, Espial or Espial UK or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. ANT, Espial and Espial UK disclaim any obligation to update or revise any forward-looking or other statements contained herein other than in accordance with their legal and regulatory obligations.

Nothing in this announcement shall be effective to limit or exclude any liability which, by law or regulation, cannot be so limited or excluded.

Publication of this announcement on Espial's and ANT websites

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in any Restricted Jurisdictions, on www.espial.com and www.antplc.com by no later than 12:00 noon (London time) on 3 December 2012 (being the Business Day following the date of this announcement) in accordance with Rule 30.4 of the Code.

The contents of Espial's website and ANT's website are not incorporated into and do not form part of this announcement.

You will not be sent a hard copy of this announcement unless you request one. You may request a hard copy of this announcement, free of charge, by contacting Westhouse, One Angel Court, London EC2R 7HJ. ANT Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, ANT announced on 13 September 2012 and confirms that it still has in issue 24,286,367 ordinary shares of 5 pence each which are admitted to trading on AIM. The ISIN of the ANT Shares is GB00B06BSD59.



 

APPENDIX I

PART A

The Acquisition is conditional upon the Scheme becoming unconditional and effective by not later than 27 February 2013, or such later date (if any) as Espial UK and ANT may, with the consent of the Panel (if required), agree and the Court may allow.

Conditions of the Acquisition

1.         The Scheme will be conditional upon:

(a)        its approval by a majority in number representing 75% or more in value of ANT Shareholders (or any relevant class or classes thereof) who are on the register of members of ANT at the Scheme Voting Record Time and who are present and vote, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or at any adjournment of such meeting);

(b)        the resolution required to implement the Scheme and approve the related Capital Reduction as set out in the notice of the General Meeting being duly passed by the requisite majority of ANT Shareholders at the General Meeting (or at any adjournment of such meeting);

(c)        the sanction (with or without modification, any such modification being on terms reasonably acceptable to ANT and Espial UK) of the Scheme and the confirmation of the Capital Reduction by the Court being obtained; and

(d)        the delivery of copies of the Court Order(s) and the requisite statement of capital attached thereto to the Registrar of Companies and, if so ordered by the Court, the registration of the Court Order effecting the Capital Reduction and such statement of capital by the Registrar of Companies.

2.         The Scheme will also be conditional upon:

(a)        no indication having been made by the Office of Fair Trading that the proposed acquisition of ANT by Espial UK or any matter arising therefrom will be referred to the Competition Commission;

(b)        except as Disclosed, no Relevant Authority having decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation, enquiry or reference, or made, proposed or enacted any statute, regulation, order or decision or taken any other steps and there not continuing to be outstanding any statute, regulation, order or decision, which would reasonably be expected to (in each case to an extent which is material and adverse in the context of the Wider ANT Group or the Wider Espial Group (as the case may be) taken as a whole):

(i)         make the Acquisition or the acquisition of any ANT Shares, or control of ANT, by Espial UK void, illegal or unenforceable or otherwise, directly or indirectly, restrict, restrain, prohibit, delay or otherwise materially interfere with the implementation thereof in any material respect, or impose material additional conditions or obligations with respect thereto, or require material amendment thereof or otherwise challenge or interfere therewith in any material respect;

(ii)        require or prevent the divestiture by any member of the Wider ANT Group or by any member of the Wider Espial Group of all or any material portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses or own any of their assets or property in each case to an extent which is material in the context of the Wider ANT Group taken as a whole or, as the case may be, the Wider Espial Group taken as a whole;

(iii)       impose any material limitation on or result in a material delay in the ability of any member of the Espial Group to acquire or to hold or to exercise effectively any rights of ownership of shares or loans or securities convertible into shares in  ANT or on the ability of any member of the Wider ANT Group or any member of the Wider Espial Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities in or to exercise management control over any member of the Wider ANT Group or of the Wider Espial Group in each case to an extent which is material in the context of the Wider ANT Group taken as a whole or, as the case may be, the Wider Espial Group taken as a whole;

(iv)       other than pursuant to the implementation of the Acquisition, require any member of the Wider ANT Group or the Wider Espial Group to acquire or offer to acquire any shares or other securities in any member of the Wider ANT Group or any asset owned by any third party which is material in the context of the Wider ANT Group taken as a whole or the Wider Espial Group taken as a whole; or

(v)        otherwise adversely affect the assets, business, profits or prospects of any member of the Wider ANT Group or of any member of the Wider Espial Group in each case to an extent which is material in the context of the ANT Group taken as a whole or, as the case may be, the Wider Espial Group taken as a whole;

and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated;

(c)        other than in respect of Condition 2(a), all notifications and filings which are necessary having been made, all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated, in each case in respect of the Acquisition and the acquisition of any ANT Shares, or of control of ANT, by Espial UK, and all Authorisations necessary in any jurisdiction for, or in respect of, the Acquisition and the proposed acquisition of any ANT Shares, or of control of ANT, by Espial UK having been obtained, in terms and in a form satisfactory to Espial UK (acting reasonably), from all appropriate Relevant Authorities and from any persons or bodies with whom any member of the Wider ANT Group has entered into contractual arrangements, in each case where the absence of such Authorisation would have a material adverse effect on the Wider ANT Group taken as a whole, and all Authorisations necessary to carry on the business of any member of the Wider ANT Group remaining in full force and effect at the time at which the Scheme becomes effective and there being no notice of an intention to revoke, suspend or modify or not to renew any such Authorisation;

(d)        except as Disclosed, there being no provision of any arrangement, agreement, licence, permit or other instrument to which any member of the Wider ANT Group is a party or by or to which any such member or any of their assets is bound, entitled or subject to and which, in consequence of the Acquisition or the acquisition or proposed acquisition of any ANT Shares, or of control of ANT, by Espial UK, would, to an extent which is material and adverse in the context of the Wider ANT Group taken as a whole, result in:

(i)         any monies borrowed by, or other indebtedness actual or contingent of any member of the Wider ANT Group being or becoming repayable or being capable of being declared immediately or prior to its or their stated maturity or the ability of any such member to borrow monies or incur any indebtedness being inhibited or becoming capable of being withdrawn;

(ii)        the creation or enforcement 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 ANT Group or any such security (whenever arising or having arisen) being enforced or becoming enforceable;

(iii)       any such arrangement, agreement, licence or instrument being terminated or adversely modified or any action being taken of an adverse nature or any obligation or liability arising thereunder;

(iv)       any assets of any member of the Wider ANT Group being disposed of or charged, or right arising under which any such asset could be required to be disposed of or charged, other than in the ordinary course of business;

(v)        the interest or business of any member of the Wider ANT Group in or with any firm or body or person, or any agreements or arrangements relating to such interest or business, being terminated or materially adversely modified or affected;

(vi)       any member of the Wider ANT Group ceasing to be able to carry on business under any name under which it presently does so;

(vii)      the creation of any material liabilities (actual or contingent) by any member of the Wider ANT Group otherwise than in the ordinary course of business;

(viii)      any liability of any member of the Wider ANT Group to make any severance, termination, bonus or other payment to any of its directors or officers;

(ix)       the value, financial or trading position of any member of the Wider ANT Group being materially prejudiced or adversely affected;

and no event having occurred which, under any provision of any arrangement, agreement, licence or other instrument to which any member of the Wider ANT Group is a party, or to which any such member or any of its assets is bound, entitled or subject to, would or might reasonably be expected to result in any of the events or circumstances as are referred to in paragraphs (i) to (ix) of this condition (e) in each case to an extent which is material in the context of the Wider ANT Group taken as a whole;

(e)        except as Disclosed, no member of the Wider ANT Group having since 31 December 2011 (in each case to an extent which is material and adverse in the context of the Wider ANT Group taken as a whole):

(i)         issued, agreed to issue or proposed the issue of additional shares or securities of any class, or securities convertible into, or exchangeable for any such shares or securities (save for the issue of ANT Shares upon exercise of options granted under the ANT Share Schemes) or redeemed, purchased or reduced any part of its share capital;

(ii)        sold, transferred, or agreed to sell or transfer, any treasury shares;

(iii)       recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution other than to ANT or a subsidiary of ANT;

(iv)       save for transactions solely between the Wider ANT Group and its wholly-owned subsidiaries and other than pursuant to the Acquisition, agreed, authorised, proposed or announced its intention to propose any merger,  demerger, reconstruction, amalgamation or arrangement or acquisition or disposal of assets or shares (other than in the ordinary course of trading) or any material change in its share or loan capital;

(v)        save for transactions solely between ANT and its wholly-owned subsidiaries, issued, authorised or proposed the issue of any debentures or incurred any indebtedness or contingent liability in each case which is material in the context of the Wider ANT Group taken as a whole;

(vi)       acquired or disposed of or transferred, mortgaged or encumbered any asset or any right, title or interest in any asset (other than in the ordinary course of business) and in each case which is material in the context of the Wider ANT Group taken as a whole;

(vii)      entered into or varied or announced its intention to enter into or vary any contract, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long-term (which shall mean for a fixed term in excess of 12 months and/or not terminable by the giving of 12 months' notice or less) or onerous nature or involves or could involve an obligation of an onerous nature or magnitude, and in each case which is material in the context of the Wider ANT Group taken as a whole;

(viii)      save as envisaged in connection with the Scheme, made any amendment to its articles of association or other constitutional documents;

(ix)       entered into any licence or other disposal of intellectual property rights of any member of the Wider ANT Group which is material in the context of the Wider ANT Group taken as a whole;

(x)        taken any action nor having had any steps taken or legal proceedings started or threatened against it for its winding-up or dissolution or for it to enter into any arrangement or composition for the benefit of its creditors, or for the appointment of a receiver, administrator, trustee or similar officer if it or of all or a material part of its assets (or any analogous proceedings or appointment in any overseas jurisdiction);

(xi)       been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xii)      entered into or varied or made any offer to enter into or vary the terms of any service agreement or arrangement with any of the ANT Directors;

(xiii)      proposed, agreed to provide or modified the terms of any share option scheme, incentive agreement, or other benefit relating to employment or termination of employment of any employee of the Wider ANT Group;

(xiv)     waived, compromised or settled any claim which is material in the context of the Wider ANT Group taken as a whole; or

(xv)      entered into or made an offer (which remains open for acceptance) to enter into any agreement, arrangement or commitment or passed any resolution with respect to any of the transactions or events referred to in this condition (e);

(f)         except as Disclosed, since 31 December 2011 there having been:

(i)         no adverse change, and no circumstances having arisen which might reasonably be expected to result in any adverse change, in the business, assets, financial or trading position or profits of any member of the Wider ANT Group in each case to an extent which is material in the context of the Wider ANT Group taken as a whole or in the context of the Acquisition;

(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings having been instituted, announced or threatened in writing by or against or in respect of any member of the Wider ANT Group in each case to an extent which is material and adverse in the context of the Wider ANT Group taken as a whole or in the context of the Acquisition;

(iii)       no enquiry or investigation by or complaint or reference to any Relevant Authority against or in respect of any member of the Wider ANT Group having been threatened, announced or instituted or remaining outstanding in each case to an extent which is material and adverse in the context of the Wider ANT Group taken as a whole or in the context of the Acquisition;

(iv)       no steps having been taken and no omissions having been made which would or might reasonably be expected to result in the withdrawal, cancellation, termination or adverse modification of any licence held by any member of the Wider ANT Group which is necessary for the proper carrying on of its business where the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider ANT Group taken as a whole or in the context of the Acquisition; and

(v)        no contingent or other liability having arisen or been incurred otherwise than in the ordinary course of business which might reasonably be expected to have a material adverse effect on the Wider ANT Group taken as a whole or in the context of the Acquisition;

(g)        save as Disclosed, Espial UK not having discovered, in each case to an extent which is material and adverse in the context of the Wider ANT Group taken as a whole, that:

(i)         the financial, business or other information concerning the Wider ANT Group which has been disclosed at any time by or on behalf of any member of the ANT Group whether publicly or to any member of the Wider Espial Group or its professional advisers, either contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading in any material respect; or

(ii)        any member of the ANT Group is otherwise than in the ordinary course of its business subject to any liability, contingent or otherwise;

(iii)       any past or present member of the Wider ANT Group has not complied in any material respect with any applicable legislation or regulations of any relevant jurisdiction or any notice or requirement of any Relevant Authority with regard to the storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health which non-compliance would be reasonably likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider ANT Group;

(iv)       there has been a disposal, spillage, emission, discharge or leak of waste or hazardous substance or any substance likely to impair the environment or harm human health on, or from, any land or other asset now or previously owned, occupied or made use of by any past or present member of the Wider ANT Group, or in which any such member may now or previously have had an interest, which would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider ANT Group;

(v)        there is or is reasonably likely to be any obligation or liability (whether actual or contingent) 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 ANT Group or in which any such member may now or previously have had an interest under any environmental legislation or regulation or notice, circular or order of any Relevant Authority in any jurisdiction or to contribute to the cost thereof or associated therewith or to indemnify any person in relation thereto;

(vi)       circumstances exist (whether as a result of the Acquisition or otherwise) which would be reasonably likely to lead to any Relevant Authority instituting, or whereby any member of the Wider Espial Group or the Wider ANT Group would be likely to be required to institute, an environmental audit or take any other steps which would in any such case be reasonably likely to result in any material liability (whether actual or contingent) to improve or modify existing or install new plant, machinery or equipment or carry out significant changes in the processes currently carried out or make good, remediate, repair, re-instate, decommission or clean up any land or other asset currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider ANT Group (or on its behalf) or by any person for which a member of the Wider ANT Group is or has been responsible, or in which any such member may have or previously have had an interest to an extent;

(h)        save as Disclosed, Espial UK not having discovered that:

(i)         any member of the Wider ANT Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010; or

(ii)        any asset of any member of the Wider ANT Group constitutes criminal property as defined in section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

PART B

Certain further terms of the Acquisition

(a)        To the extent permitted by law and subject to the requirements of the Panel, Espial UK reserves the right in its sole discretion to waive, in whole or in part, all or any of Conditions in Part A above except for Condition 1.

(b)        Subject to the requirements of the Panel, Espial UK reserves the right in its sole discretion to waive the deadline for the Scheme becoming effective. If any such deadline is not met, Espial UK will make an announcement as soon as practicable and in any event by 8.00 a.m. on the Business Day following the date originally specified in Part A above.

(c)        Espial UK shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions 2(a) to 2(h) in Part A above by a date earlier than the latest date for the fulfilment of that condition notwithstanding that the other conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

(d)        If Espial UK is required by the Panel to make an offer for ANT Shares under the provisions of Rule 9 of the Code, Espial UK may make such alterations to the above conditions as are necessary to comply with the provisions of that Rule.

(e)        If a dividend and/or a distribution and/or a return of capital is proposed, declared, made, paid or becomes payable by ANT in respect of an ANT Share on or after the date of this announcement and prior to the Effective Date, Espial UK reserves the right to reduce the value of the consideration payable for each ANT Share under the Acquisition in respect of any ANT Share by up to the amount of the dividend and/or distribution and/or return of capital.

(f)         Espial UK reserves the right, with the consent of the Panel, to elect to implement the Acquisition by way of a takeover offer under Part 28 of the Companies Act. In such event, the Acquisition will be implemented on the same terms (subject to appropriate amendments as may be required by law or regulation), so far as applicable, as those which would apply to the Scheme. In particular, Condition 1 will not apply and any such offer will include an acceptance condition at 90% (or such lesser percentage, being more than 50%, as Espial UK may decide) of the ANT shares to which the offer relates.

(g)        Except with the consent of the Panel, the Acquisition will lapse and the Scheme will not proceed if it is referred to the Competition Commission on or before the date on which the Court Meeting is to be held.

(h)        Under Rule 13.5 of the Code, Espial UK may not invoke any of the Conditions in paragraph 2 of Part A (other than Condition 2(a)) so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances that give rise to the right to invoke the relevant Condition(s) are of material significance to Espial UK in the context of the Acquisition. Conditions 1 and 2(a) in Part A above and, if applicable, the acceptance condition referred to in paragraph (f) of this Part B are not subject to the provisions of Rule 13.5 of the Code.

(i)         The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

(j)         The Acquisition will be governed by English law and be subject to the jurisdiction of the English Courts. The Acquisition will comply with the applicable rules and regulations of the Financial Services Authority, the London Stock Exchange, the Code and the AIM Rules for Companies.

(k)        The Acquisition will not be made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or of any facilities of a national, state or other securities exchange of, any Restricted Jurisdiction and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

(l)         The Acquisition will be on and subject to the terms and the Conditions set out in this Appendix I, those terms which will be set out in the Scheme Document and such further terms as may be required to comply with the Code and other applicable law and regulation. Each condition shall be regarded as a separate condition and shall not be limited by reference to any other condition. This announcement does not constitute an offer or invitation to purchase ANT Shares or any other securities.

 

APPENDIX II

SOURCES AND BASES

In this announcement:

1.   Unless otherwise stated:

      (a)        financial information relating to the ANT Group has been extracted or derived (without any adjustment) from the ANT audited annual report and accounts for the year ended 31 December 2011 or the unaudited interim results for the six month period ended 30 June 2012;  and

      (b)        the value of the Acquisition based on the Acquisition price of 20.5 pence per ANT Share is calculated on the basis of the number of ANT Shares in issue referred to in paragraph 2 below.

2.         As at the close of business on 29 November 2012 (being the last Business Day prior to the Announcement Date), ANT had in issue 24,286,367 ANT Shares. The ISIN Number for ANT Shares is GB00B06BSD59.

3.         Unless otherwise stated, all prices and closing prices for ANT Shares are closing quotations of an ANT Share at the close of business on a particular trading day as derived from the Daily Official List of the London Stock Exchange published for that day.

4.         The premium calculations to the price per ANT Share have been calculated by reference to:

      (a)        a price of 18.75 pence per ANT Share being the closing price on 29 November 2012, the Business Day immediately prior to the Announcement Date; 

(b)        the average closing price per ANT Share of 19.39 pence over the three month period ended 29 November 2012, the Business Day immediately prior to the Announcement Date in each case as provided by Bloomberg; and

(c)        the average closing price per ANT Share of 18.74 pence over the six month period ended 29 November 2012, the Business Day immediately prior to the Announcement Date in each case as provided by Bloomberg.



 

APPENDIX III

IRREVOCABLE UNDERTAKINGS

 

Part A - ANT Directors and Employee Benefit Trust

The following ANT Directors and the EBT Trustee have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting in respect of their own beneficial holdings of issued and to be issued ANT Shares (or in the case of the EBT Trustee in respect of 2,705,497 ANT Shares held by the Employee Benefit Trust) as follows:

Name of Holder

Number of ANT Shares

Percentage of ANT issued share capital

Tudor Brown*

28,800

0.12

David Kynaston*

28,800

0.12

EBT Trustee

2,705,497

11.14

Total

2,736,097

11.38

* a director of ANT plc

These irrevocable undertakings will only cease to be binding if (i) the Scheme Document (or offer document as applicable) is not posted to ANT Shareholders within 28 days of the date of this announcement (or such later date as ANT and Espial UK may, with the consent of the Panel, agree), (ii) the Scheme or any resolution to be proposed at the General Meeting is not approved by the requisite majority of ANT Shareholders at the Court Meeting or the General Meeting respectively, or (iii) the Scheme lapses or otherwise ceases to be capable of becoming effective or is withdrawn or, in the event of the Acquisition proceeding by way of a takeover offer under Part 28 of the Companies Act, upon such offer being withdrawn or lapsing.

Part B - Institutional and Other ANT Shareholders

Name

Number of ANT Shares

% of ANT Shares in issue

Richard Farleigh

4,039,767

16.63

Kestrel Partners LLP

3,133,527

12.90

Foresight VCT plc

1,986,596

8.18

Total

9,159,890

37.71

 

Richard Farleigh & Kestrel Partners LLP

Espial UK has received irrevocable undertakings from Richard Farleigh and Kestrel Partners LLP to vote in favour, or to procure the voting in favour, of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting in respect of an aggregate of 7,173,294 ANT Shares owned by them, or in the case of Kestrel Partners LLP which it manages on behalf of clients and in respect of which it is able to exercise discretionary and voting control.  Such shares represent approximately 29.5 per cent. of the existing issued ordinary share capital of ANT.  The irrevocable undertakings remain binding if the Acquisition is carried out by way of a takeover offer.

The irrevocable undertakings received from Richard Farleigh and Kestrel Partners LLP will only cease to be binding if:

(i) the Scheme Document (or offer document as applicable) is not posted to ANT Shareholders within 28 days of the date of this announcement (or such later date as ANT and Espial UK may, with the consent of the Panel, agree);

(ii) the Scheme or any resolution to be proposed at the General Meeting is not approved by the requisite majority of ANT Shareholders at the Court Meeting or the General Meeting respectively; or

(iii) the Scheme lapses or otherwise ceases to be capable of becoming effective or is withdrawn or, in the event of the Acquisition proceeding by way of a takeover offer under Part 28 of the Companies Act, upon such offer being withdrawn or lapsing.

Foresight VCT plc

Espial UK has received an irrevocable undertaking to vote in favour, or to procure the voting in favour, of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting from Foresight VCT plc ("Foresight") in respect of 1,986,596 ANT Shares which it manages on behalf of clients and in respect of which it is able to exercise discretionary and voting control.  Such shares represent approximately 8.2 per cent. of the existing issued ordinary share capital of ANT.  The irrevocable undertaking remains binding if the Acquisition is carried out by way of a takeover offer.

The irrevocable undertaking received from Foresight will only cease to be binding if:

(i) the Scheme Document (or offer document as applicable) is not posted to ANT Shareholders within 28 days of the date of this announcement (or such later date as ANT and Espial UK may, with the consent of the Panel, agree);

(ii) the Scheme or any resolution to be proposed at the General Meeting is not approved by the requisite majority of ANT Shareholders at the Court Meeting or the General Meeting respectively;

(iii) the Scheme lapses or otherwise ceases to be capable of becoming effective or is withdrawn or, in the event of the Acquisition proceeding by way of a takeover offer under Part 28 of the Companies Act, upon such offer being withdrawn or lapsing; or

(iv) a competing offer for the entire issued share capital of ANT is announced by a third party under Rule 2.7 of the Code, the offer price of which is equal to or greater than 22.5 pence per ANT share.

 



 

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

"Acquisition"

the recommended cash acquisition to be governed by the Code by Espial UK of the entire issued and to be issued share capital of ANT to be effected by means of the Scheme and including, where the context so requires, any subsequent revision, variation, extension or renewal thereof

"AIM"

AIM market, a market operated by the London Stock Exchange

"AIM Rules for Companies

the rules (as amended from time to time) contained in a booklet called the "AIM Rules for Companies" issued by the London Stock Exchange

"Allenby"

Allenby Capital Limited, which is acting for Espial and Espial UK in relation to the cash confirmation

"Announcement Date"

30 November 2012

"ANT" or the "Company"

ANT plc, a public limited company incorporated in England and Wales with registered number 5372859, and whose registered office is First Floor, 335 Cambridge Science Park, Milton Road, Cambridge, CB4 0WN

"ANT Directors" or "ANT Board"

the directors of ANT

"ANT Group"

ANT and its subsidiary undertakings

"ANT Optionholders"

holders of ANT Options

"ANT Options"

subsisting options to acquire ANT Shares granted in accordance with the ANT Share Schemes

"ANT Shareholders"

holders of ANT Shares

"ANT Shares"

ordinary shares of five pence each in the capital of ANT

"ANT Share Schemes"

the ANT 2005 Share Option Scheme and the Employee Benefit Trust

"Authorisations"

regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals

"Business Day"

any day (excluding any day which is a Saturday, Sunday or public holiday in England and Wales) on which banks in the City of London are open for general banking business

"Capital Reduction"

the proposed reduction of ANT's share capital provided for in the Scheme

"Code"

the City Code on Takeovers and Mergers

"Companies Act"

the Companies Act 2006

"Conditions"

the conditions to the implementation of the Acquisition as set out in Appendix I to this announcement and to be set out in the Scheme Document

"Court"

the High Court of Justice in England and Wales

"Court Meeting"

the meeting of ANT Shareholders to be convened pursuant to an order of the Court under Part 26 of the Companies Act for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment) including any adjournment thereof

"Court Order(s)"

the order(s) of the Court sanctioning the Scheme and the Capital Reduction

"CREST"

a relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Regulations)

"Disclosed"

(i) publicly announced via a Regulatory Information Service by or on behalf of ANT  on or before 5:00 pm on the Business Day prior to the Announcement Date, (ii) disclosed in the annual report and accounts of ANT for the financial year ended 31 December 2011, (iii) disclosed in the interim results of ANT for the six months ended 30 June 2012 or (iv) as otherwise fairly disclosed in writing by or on behalf of ANT to Espial or Espial UK in connection with the Acquisition on or before 5:00pm on the Business Day prior to the Announcement Date

"Effective Date"

the date on which the Scheme becomes effective in accordance with its terms

"Espial"

Espial Group Inc. a company incorporated under the laws of Canada with registration number 336898-0, and whose registered office is 200 Elgin Street, Ottawa, Ontario, Canada K2P 1L5

"Espial Directors" or "Espial Board"

the directors of Espial

"Espial Group"

Espial and its subsidiary undertakings

"Espial UK"

Espial (UK) Limited, a private limited company incorporated in England and Wales with registered number 8301254

"Forms of Proxy"

the forms of proxy for the Court Meeting and the General Meeting

"General Meeting"

the general meeting of ANT Shareholders to be convened in connection with the Scheme (including any adjournment thereof)

"IPTV"

internet protocol television

"Listing Rules"

the listing rules issued by the UK Listing Authority pursuant to Part VI of the Financial Services and Markets Act 2000

"London Stock Exchange"

London Stock Exchange plc

"Offer Period"

the offer period (as defined in the Code) relating to ANT which commenced on 13 September 2012

"Panel"

the Panel on Takeovers and Mergers

"Relevant Authorities"

government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body, authority, court, trade agency, association, institution, environmental body or any other similar person or body in any jurisdiction

"Regulations"

the Uncertificated Securities Regulations 2001 (SI 2011/3755) as amended

"Regulatory Information Service"

a Regulatory Information Service that is approved by the Financial Services Authority and is on the list maintained by the Financial Services Authority in LR App 3 to the Listing Rules

"Restricted Jurisdiction"

any jurisdiction where extension or acceptance of the Acquisition would violate the law or regulation of that jurisdiction

"Scheme"

the scheme of arrangement under Part 26 of the Companies Act to be proposed by ANT to the ANT Shareholders in connection with the Acquisition with, or subject to, any amendment, modification, addition or condition thereto approved or imposed by the Court and agreed by ANT and Espial UK

"Scheme Document"

the formal document to be sent to ANT Shareholders containing, among other things, the Scheme, terms and conditions of the Acquisition and the notices convening the Court Meeting and General Meeting

"Scheme Record Voting Time"

the date and time specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined

"Significant Interest"

in relation to an undertaking, a direct or indirect interest of 20% or more of the total voting rights conferred by the interests held in such undertaking

"subsidiary" and "subsidiary undertaking"

have the meanings given to them in sections 1159 and 1162 of the Companies Act

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland

"UK Listing Authority"

the Financial Services Authority as the competent authority under Part VI of the Financial Services and Markets Act 2000

"Westhouse"

Westhouse Securities Limited, financial adviser, nominated adviser and broker to ANT

"Wider ANT Group"

ANT, its subsidiary undertakings and any company of which 20% or more of the voting capital is held by any member of the ANT Group or any partnership, joint venture, firm or company in which any member of the ANT Group has a Significant Interest

"Wider Espial Group"

Espial, its subsidiary undertakings and any company of which 20% or more of the voting capital is held by the Espial Group or any partnership, joint venture, firm or company in which any member of the Espial Group has a Significant Interest

"£" or "Sterling"

pounds sterling, the lawful currency for the time being of the UK and references to "pence" and "p" shall be construed accordingly

 

Unless otherwise stated, all times referred to in this announcement are references to the time in London, England.

 

Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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Recommended acquisition by Espial (UK) of ANT plc - RNS