Publication of Prospectus and Offer

 

TIDMCHW TIDMESN 
 
RNS Number : 3486A 
Chime Communications PLC 
06 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 
Recommended offer by Chime Communications plc for the shares of 
 Essentially 
Group Limited 
Posting of offer document and publication of prospectus 
On 22 September 2009, the boards of Chime Communications plc ("Chime") and 
Essentially Group Limited ("Essentially") announced the recommended offer by 
Chime for the entire issued and to be issued share capital of Essentially (the 
"Offer"). 
Chime announces that an Offer Document, containing the final terms and 
conditions of the Offer, will today be posted to Essentially Shareholders 
together with a Form of Acceptance. The Prospectus relating to the Offer has 
been approved by the UK Listing Authority and will be published later today. 
If you hold Essentially Shares in certificated form, to accept the Offer, the 
Form of Acceptance should be completed, signed, witnessed and returned as soon 
as possible and, in any event, so as to be received by Computershare Investors 
Services PLC by no later than 1.00 p.m. (London time) on 27 October 2009. 
If you hold Essentially Shares in uncertificated form (that is, in CREST), to 
accept the Offer, an electronic acceptance should be sent through CREST so that 
the TTE instruction settles as soon as possible and, in any event, by no later 
than 1.00 p.m. (London time) on 27 October 2009. 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. 
Copies of the Prospectus, the Offer Document, the Form of Acceptance 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 Prospectus, Offer Document and Form of Acceptance will be available to view 
on Chime's website at www.chime.plc.uk (in each case subject to certain 
restrictions relating to persons resident in restricted jurisdictions). 
 
Copies of the Prospectus will shortly be 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. 
 
Completion of the Offer remains subject to the satisfaction or, if permitted, 
waiver of the conditions to the Offer set out in the Offer Document and the 
Prospectus. 
 
Terms defined in the Prospectus 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 which is being 
posted to them today. 
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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