Offer Update

 

TIDMCHW TIDMESN 
 
RNS Number : 4874B 
Chime Communications PLC 
28 October 2009 
 

 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR 
FROM THE UNITED STATES, AUSTRALIA, CANADA, JERSEY, JAPAN OR ANY OTHER 
JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT 
LAWS OF SUCH JURISDICTION 
28 October 2009 
Recommended offer by Chime Communications plc for the shares of Essentially 
Group Limited 
Offer unconditional as to acceptances 
Level of acceptances 
On 22 September 2009, the boards of Chime Communications plc ("Chime") and 
Essentially Group Limited ("Essentially") announced a recommended offer by Chime 
for the entire issued and to be issued share capital of Essentially (the 
"Offer"). 
As at 1.00 p.m. on 27 October 2009, being the First Closing Date of the Offer as 
set out in the Offer Document posted to Essentially Shareholders on 6 October 
2009, valid acceptances of the Offer had been received in respect of a total of 
192,000,904 Essentially Shares representing approximately 85.07 per cent. of the 
entire issued share capital of Essentially. 
Chime announces that the Offer is now declared unconditional as to acceptances. 
The listing application in relation to the New Chime Shares to be issued 
pursuant to the Offer is expected to be heard by the UKLA on 30 October 2009 and 
accordingly Chime anticipates that the Offer will be declared wholly 
unconditional on that date. 
Prior to the posting of the Offer Document on 6 October 2009, Chime had received 
irrevocable undertakings to accept (or procure acceptance of) the Offer in 
respect of, in aggregate, 94,075,915 Essentially Shares, representing 
approximately 41.69 per cent. of the entire issued share capital of Essentially. 
Chime had also received non-binding letters of intent to accept the Offer in 
respect of, in aggregate, 28,005,142 Essentially Shares, representing 
approximately 12.41 per cent. of the entire issued share capital of Essentially. 
The level of acceptances of the Offer referred to above include acceptances 
received pursuant to such irrevocable undertakings and letters of intent. None 
of the acceptances of the Offer referred to above was received from any person 
acting in concert with Chime. 
Save as disclosed in this announcement and in the Offer Document, neither Chime, 
nor any person acting in concert with Chime, holds any interests in or rights 
over any Essentially Shares. 
Offer remains open for acceptance 
The Offer will remain open until further notice. 
If you hold Essentially Shares in certificated form and wish to accept the Offer 
but have not yet done so, the Form of Acceptance should be completed, signed, 
witnessed and returned as soon as possible. 
If you hold Essentially Shares in uncertificated form (that is, in CREST) and 
wish to accept the Offer but have not yet done so, an electronic acceptance 
should be sent through CREST so that the TTE instruction settles as soon as 
possible.  If you hold Essentially Shares as a CREST sponsored member, you 
should refer to your CREST sponsor as only your CREST sponsor will be able to 
send the necessary TTE instruction to CREST. 
Settlement 
The consideration (in the form of share certificates for the New Chime Shares to 
be issued pursuant to the Offer) due to Essentially Shareholders who validly 
accept the Offer before it is declared wholly unconditional will be despatched 
to them by 5.00 p.m. on 10 November 2009. The consideration due to Essentially 
Shareholders who validly accept the Offer after it is declared wholly 
unconditional but while the Offer remains open for acceptance will be despatched 
within 14 days of such acceptance. 
Cancellation of listing of Essentially Shares and compulsory acquisition 
As set out in paragraph 18 of Part II of the Offer Document, when Chime 
has acquired or agreed to acquire Essentially Shares carrying at least 75 per 
cent. of the voting rights attaching to the ordinary share capital of 
Essentially, it intends to procure the making of an application by Essentially 
to cancel admission to trading in Essentially Shares on AIM.  Provided that the 
Offer is declared wholly unconditional, which, as described above, is 
anticipated to take place on 30 October 2009 following the hearing of the 
listing application in relation to the New Chime Shares to be issued pursuant to 
the Offer, such cancellation is anticipated to take place at 7.00 a.m. on 26 
November 2009.  The cancellation of admission to trading of Essentially Shares 
will significantly reduce the liquidity and marketability of any Essentially 
Shares not assented to the Offer. 
It is intended that Essentially will be re-registered as a private company under 
the relevant provisions of the Jersey Companies Law.  As described in the Offer 
Document, Chime also intends to apply the provisions of Articles 116 to 118 and 
Article 121 of the Jersey Companies Law to acquire compulsorily any outstanding 
Essentially Shares to which the Offer relates on the same terms as the Offer. 
General 
Copies of the Offer Document and the Form of Acceptance together with the 
Prospectus produced in connection with the Offer and other documents required to 
be put on display for the purposes of the Offer are available for inspection 
during normal business hours on any business day free of charge at the 
registered office of Chime at 14 Curzon Street, London W1J 5HN and at the 
offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY throughout the 
period during which the Offer remains open for acceptance. 
The Offer Document, Form of Acceptance and Prospectus are available to view on 
Chime's website at http://www.chime.plc.uk (in each case subject to certain 
restrictions relating to persons resident in restricted jurisdictions). 
Copies of the Prospectus are available for inspection by the public during 
normal business hours on any weekday (public holidays excepted) at the UK 
Listing Authority's Document Viewing Facility, which is situated at the 
Financial Services Authority, 25 North Colonnade, Canary Wharf, London E14 5HS. 
Terms defined in the Offer Document have the same meaning in this 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]           | 
+------------------------------------+------------------------------------+ 
| Christopher Wilkinson              |                                    | 
+------------------------------------+------------------------------------+ 
| Essentially Group Limited          |                                    | 
+------------------------------------+------------------------------------+ 
| Bart Campbell                      | Tel: [phone]           | 
+------------------------------------+------------------------------------+ 
| Dwight Mighty                      |                                    | 
+------------------------------------+------------------------------------+ 
| Cenkos Securities plc              |                                    | 
| (Financial adviser to Essentially) |                                    | 
+------------------------------------+------------------------------------+ 
| Ivonne Cantu                       | Tel: [phone]          | 
+------------------------------------+------------------------------------+ 
| Beth McKiernan                     |                                    | 
+------------------------------------+------------------------------------+ 
 
 
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 in any jurisdiction, pursuant 
to the Offer or otherwise.  Any acceptance or other response to the Offer should 
be made only on the basis of information contained in or referred to in the 
Offer Document and, in respect of Essentially Shares held in certificated form, 
the Form of Acceptance. 
EPL Advisory LLP, 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. 
Numis Securities Limited, 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. 
Cenkos Securities plc, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting exclusively for Essentially and 
no one else in connection with the Offer and will not be responsible to anyone 
other than Essentially for providing the protections afforded to its clients for 
providing advice in relation to the Offer or in relation to the contents of this 
announcement or any transaction or any other matters referred to herein. 
Overseas jurisdictions 
The release, publication or distribution of this announcement in certain 
jurisdictions other than the United Kingdom may be restricted by law and 
therefore persons in such jurisdictions into which this announcement is 
released, published or distributed should inform themselves about and observe 
such restrictions. In particular, this announcement should not be distributed, 
forwarded to or transmitted in or into the United States of America, Canada, 
Australia, Jersey or Japan or any other jurisdiction where to do so would 
constitute a violation of the relevant laws in such jurisdiction. 
This announcement has been prepared for the purposes of complying with English 
law and the City Code and the information disclosed may not be the same as that 
which would have been disclosed if this announcement had been prepared in 
accordance with the laws and regulations of any jurisdiction outside of the 
United Kingdom. 
The availability of the Offer to persons who are not resident in and citizens of 
the United Kingdom may be affected by the laws of the relevant jurisdiction in 
which they are located. 
The Offer will not be made, directly or indirectly, in or into any jurisdiction 
where to do so would constitute a breach of securities laws in that 
jurisdiction, and the Offer will not be capable of acceptance from or within any 
such jurisdiction. Accordingly, copies of this announcement are not being, and 
must not be, directly or indirectly, mailed or otherwise forwarded, distributed 
or sent in, into or from any jurisdiction where to do so would constitute a 
breach of securities laws in that jurisdiction, and persons receiving this 
announcement (including custodians, nominees and trustees) must not mail or 
otherwise distribute or send it in, into or from such jurisdictions as doing so 
may invalidate any purported acceptance of the Offer. 
This announcement is not an offer of securities for sale in the United States, 
Australia, Canada, Jersey or Japan or in any other jurisdiction in which such an 
offer is unlawful. The New Chime Shares which will be issued in connection with 
the Offer have not been, and will not be, registered under the US Securities Act 
or under the securities law of any state, district or other jurisdiction of the 
United States or of Australia, Canada, Jersey or Japan, and no regulatory 
clearance in respect of the New Chime Shares has been, or will be, applied for 
in any jurisdiction other than the UK. The New Chime Shares may not be offered, 
sold, or delivered, directly or indirectly, in, into or from the United States 
except pursuant to an applicable exemption from, or in a transaction not subject 
to, the registration requirements of the US Securities Act or such other 
securities laws. The New Chime Shares may also not be offered, sold or 
delivered, directly or indirectly, in, into or from Australia, Canada, Jersey or 
Japan or to, or for the account or benefit of, any resident of Australia, 
Canada, Jersey or Japan except pursuant to an applicable exemption from, or in a 
transaction not subject to, applicable securities laws of those jurisdictions. 
In the United States, Australia, Canada, Jersey, Japan and any other overseas 
jurisdiction in which the offer or issuance of New Chime Shares would constitute 
a breach of applicable securities laws, absent an applicable exemption 
therefrom, Essentially Shareholders who otherwise validly accept the Offer will 
receive, in lieu of the New Chime Shares to which they would otherwise be 
entitled under the terms of the Offer, the net cash proceeds of the sale of such 
shares, as more fully set out in the Offer Document. 
Publication on the Chime and Essentially websites 
A copy of this announcement is and will be available for inspection free of 
charge, subject to certain restrictions relating to persons resident in 
restricted jurisdictions, on Chime's website at www.chime.plc.uk and 
Essentially's website at www.essentiallygroup.com. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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