Additional undertaking to accept the Offer

 

TIDMCHW TIDMESN 
 
RNS Number : 5289Z 
Chime Communications PLC 
23 September 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO 
THE UNITED STATES, AUSTRALIA, CANADA, JERSEY, JAPAN OR ANY OTHER JURISDICTION 
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH 
JURISDICTION 
23 September 2009 
Chime Communications plc 
Recommended Share Offer for Essentially Group Limited 
Additional undertaking to accept the Offer 
On 22 September 2009, the Boards of Chime and Essentially announced that they 
have reached agreement on the terms of a recommended share offer to be made by 
Chime to acquire the whole of the issued and to be issued share capital of 
Essentially. 
In addition to the irrevocable undertakings and letters of intent described in 
the announcement on 22 September 2009 (the "Rule 2.5 Announcement"), Chime has 
received an additional undertaking to accept the Offer from Novatrust Limited 
("Novatrust"), as trustee to the Essentially Group Employee Benefit Trust, in 
respect of 4,119,767 Essentially Shares representing approximately 1.83 per 
cent. of the existing issued share capital of Essentially. 
Accordingly, Chime has now received, in aggregate, undertakings or letters of 
intent to accept the Offer in respect of 122,081,057 Essentially Shares, 
representing 54.10 per cent of the existing issued share capital of Essentially. 
Novatrust's undertaking to accept the Offer will cease to be binding if a person 
other than Chime, a subsidiary of Chime or any person acting in concert with 
Chime announces, at or prior to 11.59 pm on the seventh day after the date of 
posting of the Offer Document, a firm intention to make an offer to acquire the 
entire issued and to be issued share capital of Essentially, provided the value 
of the consideration represents, in the reasonable opinion of Cenkos, an 
improvement of at least 10 per cent. per share in Essentially over the value of 
the consideration available under the Offer. 
Terms in this announcement shall have the same meaning as set out in the Rule 
2.5 Announcement. 
Enquiries: 
+------------------------------------+------------------------------------+ 
| Chime Communications plc           |                                    | 
+------------------------------------+------------------------------------+ 
| Lord Bell                          | Tel: [phone]             | 
+------------------------------------+------------------------------------+ 
| Christopher Satterthwaite          |                                    | 
+------------------------------------+------------------------------------+ 
| Bell Pottinger Corporate &         |                                    | 
| Financial                          |                                    | 
| (PR adviser to Chime)              |                                    | 
|                                    |                                    | 
+------------------------------------+------------------------------------+ 
| Charles Cook                       | Tel: [phone]           | 
+------------------------------------+------------------------------------+ 
| Victoria Geoghegan                 |                                    | 
+------------------------------------+------------------------------------+ 
| Emma Kent                          |                                    | 
+------------------------------------+------------------------------------+ 
| EPL Advisory LLP                   |                                    | 
| (Financial adviser to Chime)       |                                    | 
+------------------------------------+------------------------------------+ 
| David Anderson                     | Tel: [phone]           | 
+------------------------------------+------------------------------------+ 
| Numis Securities Limited           |                                    | 
| (Corporate broker and sponsor to   |                                    | 
| Chime)                             |                                    | 
+------------------------------------+------------------------------------+ 
| Nick Westlake                      | Tel: [phone]           | 
+------------------------------------+------------------------------------+ 
| Essentially Group Limited          |                                    | 
+------------------------------------+------------------------------------+ 
| Bart Campbell                      | Tel: [phone]           | 
+------------------------------------+------------------------------------+ 
| Dwight Mighty                      |                                    | 
+------------------------------------+------------------------------------+ 
| Cenkos Securities plc              |                                    | 
| (Financial adviser to England)     |                                    | 
+------------------------------------+------------------------------------+ 
| Ivonne Cantu                       | Tel: [phone]          | 
+------------------------------------+------------------------------------+ 
This announcement is not intended to, and does not, constitute or form any part 
of an offer to sell or an invitation to purchase, otherwise acquire, subscribe 
for, sell or otherwise dispose of, any securities or the solicitation of an 
offer to purchase or subscribe for any securities pursuant to the Offer or 
otherwise.  The Offer will be made through the Offer Document and, in respect of 
Essentially Shares held in certificated form, the Form of Acceptance, which will 
together contain the full terms and conditions of the Offer, including details 
of how to accept the Offer. Any acceptance or other response to the Offer should 
be made only on the basis of the information contained in the Offer Document 
and, in respect of Essentially Shares held in certificated form, the Form of 
Acceptance.Chime also intends to publish a prospectus in connection with the 
Offer. The New Chime Shares are not being offered to the public by means of this 
announcement and this announcement does not constitute a prospectus. 
Essentially Shareholders are advised to read carefully the formal documentation 
in relation to the Offer once it has been dispatched. 
EPL Advisory, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Chime and no one else in 
connection with the Offer and will not be responsible to anyone other than Chime 
for providing the protections afforded to its clients or for providing advice in 
relation to the Offer or in relation to the matters described in this 
announcement or any transaction or arrangement referred to herein. 
Numis, which is authorised and regulated in the United Kingdom by the Financial 
Services Authority, is acting exclusively for Chime and no one else in 
connection with the Offer and will not be responsible to anyone other than Chime 
for providing the protections afforded to its clients or for providing advice in 
relation to the Offer or in relation to the matters described in this 
announcement or any transaction or arrangement referred to herein. 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 
"interested" (directly or indirectly) in one per cent. or more of any class of 
"relevant securities" of Chime or Essentially, all "dealings" in any "relevant 
securities" of that company (including by means of an option in respect of, or a 
derivative referenced to, any such "relevant securities") must be publicly 
disclosed by no later than 3.30 p.m. on the London business day following the 
date of the relevant transaction. This requirement will continue until the date 
on which the Offer becomes, or is declared, unconditional as to acceptances, 
lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire an "interest" in "relevant securities" of 
Chime or Essentially, they will be deemed to be a single person for the purpose 
of Rule 8.3. 
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant 
securities" of Chime or Essentially by Chime or Essentially, or by any of their 
respective "associates", must be disclosed by no later than 12.00 noon on the 
London business day following the date of the relevant transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks are defined in the City Code, which can also be found 
on the Panel's website. If you are in any doubt as to whether or not you are 
required to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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