Unit 4 Agresso Terug naar discussie overzicht

gestanddoening bod CODA

1. [verwijderd] 26 februari 2008 08:21

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   Persbericht Unit 4 Agresso - gestanddoening bod CODA
   26 februari 2008, 8:18 uur | FD.nl/Betten
   Amsterdam (BETTEN FINANCIAL NEWS) - Hier volgt de tekst van het persbericht van Unit 4 Agresso.
   
   OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
   
   It was announced on 31 January 2008 that the boards of CODA and Unit 4 Agresso
   had reached agreement on the terms of a recommended cash offer to be made by
   Agresso to acquire the entire issued and to be issued share capital of CODA for
   205 pence per CODA Share in cash. The Offer Document setting out the full terms
   of the Offer was posted to CODA Shareholders on 4 February 2008.
   
   Level of acceptances
   
   Unit 4 Agresso announces that, as at 1.00 p.m. on 25 February 2008 (the First
   Closing Date of the Offer), it has received valid acceptances of the Offer, in
   respect of 68,589,964 CODA Shares, representing approximately 89.1 per cent of
   the CODA Shares to which the Offer relates.
   
   Prior to the announcement of the Offer, Agresso had received irrevocable
   undertakings to:
   
   (a) accept, or procure the acceptance of the Offer, in respect of 34,513,521
   CODA Shares, representing approximately 44.8 per cent of CODA's existing issued
   ordinary share capital; and
   
   (b) request the trustees of CODA Share Schemes under which certain CODA
   Directors have an interest in 4,465,957 CODA Shares, representing, in aggregate,
   an additional 5.8 per cent of CODA's existing issued ordinary share capital, to
   accept the Offer in respect of those CODA Shares.
   
   Valid acceptances have been received in respect of 38,798,111 of these CODA
   Shares, representing approximately 50.4% of CODA's existing issued ordinary
   share capital, and such acceptances are included in the total referred to above.
   Valid acceptances have yet to be received for 181,367 of these CODA Shares,
   representing approximately 0.2% of CODA's existing issued ordinary share
   capital.
   
   None of the acceptances of the Offer referred to above were received from
   persons acting in concert with Agresso.
   
   As at close of business on 25 February 2008 (the last practicable date prior to
   this announcement), ING Bank N.V. ("ING") held an exempt long position totalling
   2,800,000 CODA Shares and a corresponding exempt short position totalling
   2,800,000 CODA Shares.
   
   Save as disclosed herein, neither Agresso nor, so far as the Agresso Directors
   are aware, any person acting in concert with it, including Unit 4 Agresso, has
   any interest in or right to subscribe for any relevant securities of CODA, nor
   are they party to any short positions (whether conditional or absolute and
   whether in the money or otherwise) relating to relevant securities of CODA,
   including any short positions under derivatives, agreements to sell or any
   delivery obligations or rights to require another person to purchase or take
   delivery. Neither Agresso nor the Agresso Directors nor, so far as Agresso is
   aware, any person acting in concert with Agresso, has borrowed or lent any
   relevant securities of CODA.
   
   Acceptance condition
   
   Unit 4 Agresso announces that it has lowered the acceptance condition of the
   Offer from 90 per cent of the CODA Shares to which the Offer relates, to 85 per
   cent of the CODA Shares to which the Offer relates. Accordingly, the Offer has
   been declared unconditional as to acceptances.
   
   Unit 4 Agresso also announces that all of the conditions of the Offer have now
   been satisfied or waived and that, accordingly, the Offer is declared
   unconditional in all respects.
   
   Settlement
   
   Settlement of the consideration to which any CODA Shareholder is entitled under
   the Offer will be despatched to validly accepting CODA Shareholders (i) in the
   case of acceptances of the Offer received, valid and complete in all respects on
   or before the date of this announcement, within 14 days of this announcement; or
   (ii) in the case of acceptances received, valid and complete in all respects
   after the date of this announcement but while the Offer remains open for
   acceptance, within 14 days of such receipt, in each case, in the manner set out
   in paragraph 14 of Part II of the Offer Document.
   
   Offer open for acceptance
   
   The Offer will remain open for acceptance until further notice.
   
   Further acceptances
   
   CODA Shareholders holding CODA Shares in certificated form (that is, not in
   CREST) who have not yet accepted the Offer but wish to do so are urged to
   complete, sign and return the Form of Acceptance (together with the share
   certificates and any other documents of title) as soon as possible.
   
   CODA Shareholders holding CODA Shares in uncertificated form (that is, in CREST)
   who have not yet accepted the Offer but wish to do so are urged to follow the
   procedure for Electronic Acceptance through CREST so that the TTE instruction
   settles as soon as possible. CREST sponsored members should refer to their CREST
   sponsor before taking any action as only the CREST sponsor will be able to send
   the necessary TTE instructions to Euroclear.
   
   CODA Shareholders who have any questions in relation to how they may accept the
   Offer are requested to contact the Registrars, Computershare Investor Services
   PLC on 0870 707 1569 between 9.00 a.m. and 5.00 p.m. (London time) on any
   Business Day.
   
   Copies of the Offer Document and the Form of Acceptance are available for
   inspection during normal business hours on any weekday (public holidays
   excepted) at the offices of Brown Rudnick Berlack Israels LLP, 8 Clifford
   Street, London W1S 2LQ, throughout the period during which the Offer remains
   open for acceptance. The Offer Document is also available on Unit 4 Agresso's
   website.
   
   Compulsory acquisition and cancellation of trading
   
   If Agresso receives acceptances of the Offer in respect of, and/or otherwise
   acquires 90 per cent or more of the CODA Shares to which the Offer relates,
   Agresso intends to exercise its rights pursuant to the provisions of sections
   979 to 982 of the Companies Act 2006 to acquire compulsorily the remaining
   outstanding CODA Shares not acquired or agreed to be acquired to which the Offer
   relates on the same terms as the Offer.
   
   Agresso is taking steps to procure the making of an application by CODA to the
   London Stock Exchange for the cancellation of admission to trading of CODA
   Shares on AIM.
   
   In connection with such applications, Unit 4 Agresso and CODA hereby announce
   and notify CODA Shareholders that Agresso has acquired or agreed to acquire CODA
   Shares carrying more than 75 per cent of the voting rights of CODA and that the
   notice period of 20 business days prior to the de-listing and cancellation of
   admission to trading of CODA Shares commences on the date of this announcement.
   
   Accordingly, it is anticipated that the cancellation of admission to trading
   will take effect on 27 March 2008. It is also anticipated that, after the
   cancellation of admission, CODA will be re-registered as a private company under
   section 53 of the Companies Act 1985. This cancellation will significantly
   reduce the liquidity and marketability of any CODA Shares not assented to the
   Offer.
   
   (c) BETTEN FINANCIAL NEWS (tel: +31 20 710 1756; fax: +31 20 710 1875)