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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Essentially Grp | LSE:ESN | London | Ordinary Share | GB0032118878 | ORD 0.1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 9.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
Hot Features
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TIDMESN
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
22 September 2009
Recommended Share Offer
by
Chime Communications plc
for
Essentially Group Limited
Summary
The Boards of Chime and Essentially are pleased to announce 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.
Key terms of the Offer:
* Chime will offer 0.04545 of a New Chime Share for each
Essentially Share. Based on the Closing Price of 177.75 pence per
Chime Share on 21 September 2009, being the last Business Day
prior to this announcement, the Offer values each Essentially
Share at 8.08 pence and values the entire issued share capital of
Essentially at approximately GBP18.23 million.
* In addition, Chime has agreed that Essentially Shareholders will
be entitled to receive and retain the Essentially Interim
Dividend of 0.36 pence per Essentially Share as announced today
in Essentially's interim results. Payment of the Essentially
Interim Dividend is conditional on approval by the Essentially
Shareholders at a general meeting and on the Offer becoming
Effective.
* The Offer represents:
* a premium of approximately 101.97 per cent. to the Closing
Price of 4 pence per Essentially Share on 21 August 2009,
being the last Business Day prior to Essentially announcing
that it was in discussions regarding a potential offer; and
* a premium of approximately 7.72 per cent. to the Closing Price
of 7.5 pence per Essentially Share on 21 September 2009, being
the last Business Day prior to this announcement.
The Essentially Directors, who have been so advised by Cenkos,
consider the terms of the Offer to be fair and reasonable. In
providing their advice, Cenkos has taken into account the commercial
assessments of the Essentially Directors. In addition, the
Essentially Directors consider the terms of the Offer to be in the
best interests of the Essentially Shareholders as a whole.
Accordingly, the Essentially Directors intend unanimously to
recommend that Essentially Shareholders accept the Offer as the
Essentially Directors have irrevocably undertaken to do in respect of
their own (and certain family members') beneficial holdings in
Essentially, amounting to, in aggregate, 45,741,666 Essentially
Shares, representing (as at the date of this announcement)
approximately 20.27 per cent. of the existing issued ordinary share
capital of Essentially.
In addition to the irrevocable undertakings from the Essentially
Directors, Chime in aggregate has received irrevocable undertakings
from Essentially Shareholders to accept the Offer in respect of a
total of 44,214,482 Essentially Shares, representing approximately
19.59 per cent. of the existing issued share capital of Essentially
and non-binding letters of intent from Essentially Shareholders to
accept the Offer in respect of 20,868,336 Essentially Shares,
representing approximately 9.25 per cent. of the existing issued
share capital of Essentially. Further details in relation to the
irrevocable undertakings and letters of intent (including in relation
to the circumstances in which they cease to be binding) are given in
the main body of this announcement and Appendix III.
* Commenting on the Offer, Lord Bell, the Chairman of Chime, said:
"We are delighted that we have agreed terms for the recommended
acquisition of Essentially. Our Sports Marketing business has been a
considerable success since we acquired Fast Track in 2007. The
integration of Essentially will widen the spread of sports we cover,
bring us some very talented people, allow for some synergies and
rapidly develop more opportunities for growth in what is becoming a
major channel for marketing and communications."
* Commenting on the Offer, John Byfield, the Chairman of Essentially,
said:
"The offer by Chime represents the next stage in the growth of
Essentially for its employees and shareholders. There is a good
strategic and cultural fit and our staff, clients and shareholders
will all benefit from the association. This is an excellent
opportunity to develop Essentially's business as part of Chime's
strong sports marketing offering. The opportunities for growth are
particularly strong in the sports that the enlarged business
operates."
EPL Advisory is acting as exclusive financial adviser to Chime.
Numis is acting as corporate broker and sponsor to Chime. Cenkos is
acting as financial adviser under Rule 3 of the City Code and
corporate broker to Essentially.
Further Information
This summary should be read in conjunction with, and is subject to,
the full text of the following announcement and the Appendices.
Appendix I sets out the conditions and certain further terms of the
Offer. Appendix II contains information on bases and sources used in
this announcement. Appendix III provides information in relation to
the irrevocable undertakings and letters of intent held or received
by Chime and Appendix IV contains definitions of certain terms used
in this announcement. Please read the offer documentation in its
entirety before making a decision with respect to the Offer.
Enquiries:
Chime Communications plc
Lord Bell Tel: +44 (0) 7861 8515
Christopher Satterthwaite
Bell Pottinger Corporate & Financial
(PR adviser to Chime)
Charles Cook Tel: +44 (0)20 7861 3232
Victoria Geoghegan
Emma Kent
EPL Advisory LLP
(Financial adviser to Chime)
David Anderson Tel: +44 (0)77 4877 6433
Numis Securities Limited
(Corporate broker and sponsor to Chime)
Nick Westlake Tel: +44 (0)20 7260 1000
Christopher Wilkinson
Essentially Group Limited
Bart Campbell Tel: +44 (0)20 7820 7000
Dwight Mighty
Cenkos Securities plc
(Financial adviser to Essentially)
Ivonne Cantu Tel: +44 (0) 20 7397 8900
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 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.
Cenkos, 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
jurisdictions other than the United Kingdom may be restricted by law
and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. 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 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.
Cautionary Note Regarding Forward Looking Statements
This announcement contains forward looking statements that are based
on current expectations or beliefs, as well as assumptions about
future events. These statements, which speak only as at the date of
this document, are based on the current expectations of the
management of Chime and are naturally subject to uncertainty and
changes in circumstances. Undue reliance should not be placed on any
such statements because, by their very nature, they are subject to
known and unknown risks and uncertainties and can be affected by
other factors that could cause actual results, and Chime's plans and
objectives, to differ materially from those expressed or implied in
the forward looking statements.
There are several factors which could cause actual results to differ
materially from those expressed or implied in forward looking
statements. Among the factors that could cause actual results to
differ materially from those described in the forward looking
statements are Chime's ability to combine successfully the businesses
of Essentially and Chime and to realise expected synergies from that
combination, changes in the global, political, economic, business,
competitive, market and regulatory forces, future exchange and
interest rates, changes in tax rates and future business combinations
or dispositions and lower than expected revenues.
Neither Chime nor Essentially undertakes any obligation (except as
required by the Listing Rules and the rules of the London Stock
Exchange) to revise or update any forward looking statement contained
in this announcement, regardless of whether that statement is
affected as a result of new information, future events or otherwise.
Nothing in this announcement is intended to be a profit forecast and
statements in this announcement should not be interpreted to mean
that the earnings per Chime Share for the current or future financial
periods will necessarily be greater than those for the relevant
preceding financial period.
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.
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.
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
22 September 2009
Recommended Share Offer
by
Chime Communications plc
for
Essentially Group Limited
1. Introduction
The Boards of Chime and Essentially are pleased to announce 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.
2. The Offer
Pursuant to the Offer, which will be on and subject to the terms and
conditions set out below and in Appendix 1 and the full terms and
conditions which will be set out in the Offer Document and, in
respect of Essentially Shares held in certificated form, the Form of
Acceptance, Essentially Shareholders will be entitled to receive:
for each Essentially Share 0.04545 of a New Chime Share
and so in proportion for any number of Essentially Shares held.
In addition, Chime has agreed that Essentially Shareholders will be
entitled to receive and retain the Essentially Interim Dividend of
0.36 pence per Essentially Share as announced today in Essentially's
interim results. The Essentially Interim Dividend will be payable to
Essentially Shareholders on the register on 2 October 2009 and the ex
dividend date is 30 September 2009. Payment of the Essentially
Interim Dividend is conditional on approval by the Essentially
Shareholders of the Essentially Interim Dividend at a general meeting
to be convened by the Essentially Directors and on the Offer becoming
Effective.
Based on the Closing Price of 177.75 pence per Chime Share on 21
September 2009, being the last Business Day prior to this
announcement, the Offer values each Essentially Share at 8.08 pence
and values the entire issued share capital of Essentially at
approximately GBP18.23 million.
The Offer represents:
* a premium of approximately 101.97 per cent. to the Closing Price
of 4 pence per Essentially Share on 21 August 2009, being the
last Business Day prior to Essentially announcing that it was in
discussions regarding a potential offer; and
* a premium of approximately 7.72 per cent. to the Closing Price of
7.5 pence per Essentially Share on 21 September 2009, being the
last Business Day prior to this announcement.
Assuming that the maximum number of New Chime Shares is issued to
Essentially Shareholders under the Offer, it is expected that current
Chime Shareholders will own approximately 84.76 per cent., and
current Essentially Shareholders will own approximately 15.24 per
cent., of Chime's enlarged issued share capital once the Offer
becomes Effective.
No fractions of New Chime Shares will be issued to holders of
Essentially Shares. Any fractional entitlements to New Chime Shares
will be rounded up or down to the nearest whole number (with
fractional entitlements to 0.5 or more of a New Chime Share being
rounded up).
Essentially Shares will be acquired by Chime, pursuant to the Offer,
fully paid and free from all liens, equities, charges, encumbrances,
rights of pre-emption and any other third party rights or interest
whatsoever and together with all rights now or hereafter attaching
thereto, including voting rights and, without limitation, the right
to receive and retain in full all dividends and other distributions
(if any) declared on or after the date of this announcement, other
than the Essentially Interim Dividend.
The New Chime Shares will, when issued, be fully paid and rank pari
passu in all respects with the existing Chime Shares, including,
where the record date for determining entitlements is on or after the
date of issue of the New Chime Shares, the right to all dividends and
other distributions (if any) declared, made or paid by Chime. For
the avoidance of doubt, the New Chime Shares will not qualify for the
Chime Interim Dividend announced on 25 August 2009.
Application will be made to the UKLA for the New Chime Shares to be
admitted to the Official List and to the London Stock Exchange for
the New Chime Shares to be admitted to trading on the London Stock
Exchange's market for listed securities. It is expected that
admission will become effective and that dealings for normal
settlement in the New Chime Shares will commence shortly following
the date on which the Offer becomes or is declared unconditional in
all respects (save only for the admission of such shares becoming
effective).
The Offer will be subject to the satisfaction or, where appropriate,
waiver of the conditions of the Offer set out in Appendix I,
including the admission to trading of the New Chime Shares.
3. Unanimous recommendation and undertakings to accept the Offer
The Essentially Directors, who have been so advised by Cenkos,
consider the terms of the Offer to be fair and reasonable. In
providing their advice, Cenkos has taken into account the commercial
assessments of the Essentially Directors. In addition, the
Essentially Directors consider the terms of the Offer to be in the
best interests of the Essentially Shareholders as a whole.
Accordingly, the Essentially Directors intend unanimously to
recommend that Essentially Shareholders accept the Offer as the
Essentially Directors have irrevocably undertaken to do in respect of
their own beneficial holdings in Essentially, amounting in aggregate
to 45,741,666 Essentially Shares, representing (as of the date of
this announcement) approximately 20.27 per cent. of the existing
issued ordinary share capital of Essentially.
4. Background to and reasons for the Offer
Chime intends to integrate Essentially into its existing sports
management business. The Essentially satellite offices in India,
South Africa, Australia and New Zealand will enhance Chime's existing
business in the Commonwealth sports area. As one of the leading
marketing agencies in rugby and cricket worldwide, the Chime Board
expects that Chime's existing sports marketing business, when
combined with Essentially's, will be a major contributor to the
Enlarged Group. It is Chime's intention to report sports marketing
activity as a separate division from January 2010. The Chime and
Essentially teams have reviewed the prospects for the sports
marketing business and are excited by the opportunities for
substantial revenue growth based on existing long term contracts. In
addition some immediate cost savings will result from the elimination
of Essentially's costs relating to its AIM admission and separate
public company status.
The Board of Chime expects the acquisition to be earnings enhancing
in the first full year after acquisition and before taking account of
one-off costs relating to the acquisition and amortisation of
intangible assets. The foregoing statement is not intended to be a
profit forecast and statements in this announcement should not be
interpreted to mean that the earnings per Chime Share for the current
or future financial periods will necessarily be greater than those
for the relevant preceding financial period.
5. Background to and reasons for the recommendation
Essentially was formed in 2001 as a motorsport business and, at its
admission to AIM in May 2006, management's intention was to create a
leading sports marketing and athlete management business through a
series of acquisitions. Essentially's acquisitions have been funded
by equity issues, internal cash generation and bank funding.
Essentially has made eight acquisitions which have given it a leading
position in the UK sports marketing business in cricket and rugby and
a global reach in athlete management in these sports.
Over the past year, the Essentially Directors have been evaluating
Essentially's next stage of growth and reassessing its strategy
particularly in the light of the economic conditions that have
prevailed. Such conditions make it difficult for Essentially to
continue to pursue its acquisition strategy given a number of factors
including constraints in securing equity or debt financing,
Essentially's depressed share price and the gap in valuation
expectations between sellers and buyers created by uncertainty in the
economic outlook. While Essentially can pursue an organic growth
strategy in the short term, the Essentially Directors believe that
the progress of the business would be materially enhanced through
increased scale, a stronger corporate profile and access to greater
financial resources.
The Offer represents an opportunity for Essentially to combine its
business with Fast Track, Chime's sports marketing agency business,
to create a larger, more diversified group with a stronger market
presence. The businesses of Essentially and Fast Track are highly
complementary. Essentially's strengths lie in the marketing of
rights and in athlete management in rugby and cricket while Fast
Track enjoys strong positions in event management, communications and
consultancy in complementary sports.
In accepting the Offer, following which Essentially Shareholders
would receive New Chime Shares, Essentially Shareholders will benefit
from:
* continued exposure to Essentially's business under a stronger
platform for growth and profitability;
* additional exposure to a larger, more diversified business in
sports marketing and marketing services;
* increased capital market scale;
* increased share liquidity; and
* improved prospects of both retaining and attracting new
personnel.
In considering whether to recommend the proposal, the Essentially
Directors have also taken into consideration the following:
* Essentially Shareholders representing in aggregate approximately
52.27 per cent. of Essentially's issued share capital have
already indicated their support for the Offer of which 12.41 per
cent. represent institutional shareholders who are independent of
the Essentially Directors and management;
* the lack of liquidity in Essentially Shares and Essentially's
current size mean that neither Essentially nor Essentially
Shareholders are currently benefiting significantly from
Essentially's admission to AIM; and
* the consideration payable under the Offer represents a premium of
approximately 101.97 per cent. to the Closing Price of 4 pence
per Essentially Share on 21 August 2009, being the last Business
Day prior to Essentially announcing that it was in discussions
regarding a potential offer.
On the basis of the above the Essentially Directors intend
unanimously to recommend that Essentially Shareholders accept the
Offer.
6. Irrevocable Undertakings
Chime has received irrevocable undertakings to accept, or procure
acceptance of, the Offer from:
* each of the Essentially Directors (or their nominees, family
members or associated companies) in respect of their entire
personal holdings of 45,741,666 Essentially Shares representing,
in aggregate, approximately 20.27 per cent. of the existing
issued share capital of Essentially; and
* certain Essentially senior managers (or their nominees, family
members or associated companies) in respect of their entire
beneficial shareholdings of 44,214,482 Essentially Shares
representing, in aggregate, approximately 19.59 per cent. of the
existing issued share capital of Essentially.
Accordingly, Chime has received irrevocable undertakings to accept,
or procure acceptance of, the Offer in respect of, in aggregate,
89,956,148 Essentially Shares representing approximately 39.86 per
cent. of the existing issued share capital of Essentially.
These irrevocable undertakings continue to be binding in the event of
a higher offer being made for Essentially but cease to be binding if
the Offer is withdrawn by Chime (with the consent of the Panel if
required) or lapses.
Certain of the Essentially Directors and senior managers (or their
nominees, family members or associated companies, as applicable) have
also undertaken to Chime not to dispose of part of the New Chime
Shares which they receive pursuant to the Offer for a period of up to
12 months.
As at 21 September 2009, being the last Business Day prior to this
announcement, the following Essentially Shareholders have delivered
letters to Chime confirming their intention to accept the Offer:
* AXA Framlington, the judgemental equity division of AXA
Investment Managers UK Limited, in respect of 8,470,139
Essentially Shares over which it has discretionary management
control;
* Octopus Investments Limited in respect of 7,905,305 Essentially
Shares over which it has discretionary management control; and
* Bluehone Investors LLP in respect of 4,492,892 Essentially Shares
held by two trusts which it manages, Active Capital Trust LLP and
Bluehone AIM VCT2 plc.
These letters of intent represent in aggregate 20,868,336 Essentially
Shares representing approximately 9.25 per cent. of Essentially's
existing issued share capital. The letters of intent referred to
above are non-binding and do not prevent the relevant shareholders
from rejecting the Offer if they so choose.
In addition, Rensburg AIM VCT plc, which holds 7,136,806 Essentially
Shares, has confirmed its intention to accept the Offer, provided a
higher offer is not forthcoming during the Offer Period.
Further details of the irrevocable undertakings and letters of intent
are set out in Appendix III to this announcement.
7. Information on Chime
Chime is the holding company for the Chime Group, one of the leading
independent communications groups in the UK. The Chime Group helps
clients create, manage, monitor and market their businesses, brands
and reputations both in the UK and internationally. The principal
business of the Chime Group is to provide public relations,
advertising, sports marketing, market research, direct marketing,
design and event management consultancy.
The Chime Group consists of one of the UK's leading public relations
groups, Bell Pottinger, a research and consultation business, Opinion
Leader, an advertising and marketing services group, VCCP Limited,
and a leading UK sports marketing agency, Fast Track. In addition to
its public relations division, Chime has both a research and
engagement division and an advertising and marketing services
division. The advertising and marketing services division has grown
inorganically through the acquisition of VCCP Limited and other
businesses.
Chime is made up of three divisions, 50 agencies and over 1,000
people with offices in London, Liverpool, Leeds, Macclesfield,
Glasgow and Cardiff in the UK, Berlin, Munich, Hamburg and Madrid in
Europe, New York, Boston and Washington DC in the United States and
Dubai, Abu Dhabi, Bahrain and Qatar in the Middle East. As set out
in the audited financial information for Chime, for the financial
year ended 31 December 2008, Chime reported operating income of
GBP112.1 million and profit after tax of GBP16.3 million. As at 31
December 2008, Chime's net assets were GBP88.5 million.
8. Current trading and prospects of Chime
As announced in Chime's interim results for the six months ended 30
June 2009, the Chime Group has delivered its highest first half
pre-tax profit in the history of Chime.
The Chime Group's productivity has improved (income per head in the
six months ended 30 June 2009 increased to GBP58,000 from GBP55,000 in
the first half of the 2008 financial year). The Chime Group
consolidated its business, with clients using more than one company
increasing to 169 in the first half year from 159 in the first half
of 2008 and Chime's top 30 clients representing 57 per cent. of the
Chime Group's income (compared to 46 per cent. in the six months
ended 30 June 2008). Income per client rose to GBP64,000 in the first
half of 2009 from GBP51,000 in the first half of 2008. Nearly half of
the Chime Group's operating income came from international work
compared to 34 per cent. in the first half of 2008.
The consequence of this consolidation is that the Chime Group acted
for 908 clients in the first half of 2009 compared to 1,066 in the
first half of 2008 and the number of clients paying the Chime Group
over GBP50,000 fell from 190 to 164.
The Chime Group's new business pipeline is strong with a large
proportion of second half operating income committed (nearly 90 per
cent.). The Board of Chime believes that the Chime Group's costs are
under control, its cash management is strong and the Chime Group has
the opportunity to make some strategic acquisitions to develop its
business in preparation for a possible upturn at some point during
2010.
The Chime Group continues to operate a 4 times cover dividend policy
(which is not necessarily paid in line with the proportion of one
third in the interim dividend and two thirds in the final dividend).
The Directors of Chime remain cautiously optimistic for the full
financial year.
9. Information on Essentially
Essentially is a specialist sports marketing, media and services
company with business activities centered on rugby and cricket.
Essentially was founded in 2001 and was admitted to AIM in May 2006.
Essentially's headquarters are in London and it has additional
offices in India, South Africa, Australia, New Zealand and Japan.
Essentially has approximately 100 employees worldwide. Essentially
operates three complementary divisions: sports marketing, athlete
management and professional services.
In sports marketing, Essentially procures sponsorship rights to sell
for leading sports federations. Essentially is one of the UK's
leading agencies of cricket and rugby rights and also has an
established position in Formula 1. Essentially currently has
exclusive rights to sell perimeter marketing at all test match
cricket grounds for all international cricket in the UK to 2010
(including Twenty20, One Day International and Test matches), and
exclusive rights to perimeter marketing at Twickenham and the
Millennium Stadium. As part of its sports marketing business,
Essentially also sources, negotiates and secures sponsorship
agreements and other marketing initiatives for a wide range of
organisations including global brands and sports federations
including events management. In athlete management, Essentially acts
as manager for approximately 500 sports personalities in the UK, New
Zealand, South Africa, Japan, Australia and India. Essentially's
professional services division offers clients specialist advisory
services including accounting and tax advice. This includes tax
planning, accounting, image rights advice and secretarial services
for athletes, media personalities, professional sports clubs and
governing bodies.
10. Current trading of Essentially
For the year ended 31 December 2008, Essentially reported revenues of
GBP16.3 million, gross profit of GBP9.4 million, earnings before
taxation, interest, depreciation, amortisation and exceptional items
of GBP2.6 million and net assets as at 31 December 2008 of GBP20.0
million.
Essentially today announced its interim results for the six months
ended 30 June 2009. Essentially reported revenues of GBP10.0 million,
gross profit of GBP5.4 million and earnings before taxation, interest,
depreciation, amortisation and exceptional items of GBP1.2 million for
the period. Essentially's net assets as at 30 June 2009 were GBP19.2
million and its gross assets were GBP41.9 million. Cash on the balance
sheet at 30 June 2009 was GBP4.3 million, with a net debt position of
GBP4.0 million after taking account of funds collected on behalf of
clients. Conditional upon the Offer becoming Effective, Chime
intends to repay Essentially's debt using Chime's existing
facilities. The Essentially Board remains positive as to
Essentially's outlook.
The full text of Essentially's results for the year ended 31 December
2008 and six months ended 30 June 2009 are available on Essentially's
website at www.essentiallygroup.com.
11. Management and Employees
Chime attaches great importance to the skills and experience of the
existing management and employees of Essentially, and intends that
Essentially's current management team will continue to be involved in
the ongoing business of Essentially within the Enlarged Group.
Chime confirms that, following the Offer becoming or being declared
unconditional in all respects, the existing employment rights of
employees and management of Essentially, including pension rights,
will be fully safeguarded.
If the Offer becomes or is declared unconditional in all respects,
John Byfield, the Executive Chairman of Essentially and James
Butterfield and Richard Battersby, each of whom are non-executive
Directors of Essentially, have agreed to resign from the Board of
Essentially. Each will receive termination payments in accordance
with their contractual entitlements.
Paladin Management Limited and John Byfield will enter into a
consultancy agreement with Essentially Sport Limited, a Guernsey
registered subsidiary of Essentially Group Limited, to run the motor
sports division. The agreement will be subject to termination on 6
months notice. On entering into the agreement, Paladin Management
Limited will be paid GBP38,000 and an annual fee of GBP75,000. Cenkos
considers these payments to be fair and reasonable so far as the
Essentially Shareholders are concerned.
12. Management Incentive Scheme
Conditional on the Offer becoming or being declared unconditional in
all respects, Chime intends to put in place a management incentive
scheme for certain members of Essentially's senior management,
including Bart Campbell, Tim Berg, Dwight Mighty and Matthew
Vandrau. Under the scheme, 19 of Essentially's senior management may
become entitled to payments of up to an aggregate of GBP2.5 million
over three years (a maximum of GBP833,000 per annum).
The payment of benefits under the management incentive scheme is
conditional on the performance of the combined businesses of Fast
Track and Essentially, as part of the Enlarged Group, achieving
certain performance targets over the financial years 2010, 2011 and
2012. Performance will be measured on the combined trading profits
before interest, amortisation of goodwill and intangible assets and
costs of the management incentive scheme for Fast Track and
Essentially over this three year period. The performance targets for
the management incentive scheme require Fast Track and Essentially to
increase their current levels of combined operating profit by 16 per
cent. in 2010, 12.5 per cent. in 2010 and 11 per cent. in 2012.
Cenkos consider the terms of the management incentive scheme to be
fair and reasonable so far as the Essentially Shareholders are
concerned.
Chime intends also to vary the existing deferred consideration
arrangements put in place in March 2007 for certain members of Fast
Track's management so that entitlements to payments under these
arrangements will in future also be calculated by reference to the
performance of the combined businesses of Fast Track and Essentially.
13. Essentially Share Scheme
Appropriate proposals will be made in due course to participants in
the Essentially Share Scheme. Details of these proposals will be set
out in the Offer Document and in separate letters to be sent to
participants in the Essentially Share Scheme.
14. Non-solicitation and Break Fee Agreement
Chime and Essentially have entered into the Non-solicitation and
Break Fee Agreement in relation to the Offer. The Non-solicitation
and Break Fee Agreement provides for an Exclusivity Period which
commenced on 21 September 2009 and continues until the earlier of (i)
the date when Chime's Offer lapses or is withdrawn; (ii) the date on
which the Offer becomes or is declared unconditional as to
acceptances.
During the Exclusivity Period, Essentially has undertaken:
(a) not to (i) solicit any Alternative Proposal; (ii) enter into
any discussions which relate to an Alternative Proposal; or (iii)
enter into any agreement or arrangement with a view to implementing
an Alternative Proposal; and
(b) to notify Chime as soon as is reasonably practicable if (i) a
bona fide proposal or approach is made to Essentially in relation to
any Alternative Proposal; (ii) a request for information is received
by Essentially under Rule 20.2 of the City Code; or (iii) Essentially
provides any information to a Third Party with a view to that party
investigating or making an Alternative Proposal, in each case subject
to any restrictions under applicable law or regulations.
Essentially has also agreed to pay Chime a break fee of GBP182,345,
being an amount equal to 1 per cent. of the value of Essentially
calculated by reference to the terms of the Offer if any of the
following occurs: (i) the Board of Essentially withdraws or adversely
modifies its recommendation of the Offer; (ii) an Alternative
Proposal is made and subsequently becomes or is declared
unconditional in all respects or is completed; (iii) if Essentially
is in material breach of any of its obligations under the
Non-solicitation and Break Fee Agreement; (iv) the Offer is withdrawn
by Chime with the consent of the Panel following a material breach of
a condition of the Offer as a result of any action or omission by
Essentially; (v) the Board of Essentially fails unanimously to
recommend that Essentially Shareholders vote in favour of any
resolutions necessary to implement the Offer or withdraw or adversely
modify such recommendation; or (vi) Essentially takes any action
which results in the Offer being frustrated or in Essentially
Shareholders being denied the opportunity to decide on its merits
(including any action which falls within the scope of Rule 21.1 of
the City Code).
Further information on the Non-solicitation and Break Fee Agreement
will be set out in the Offer Document.
15. Disclosure of Interests in Essentially
Save for the arrangements with Essentially Shareholders in relation
to irrevocable undertakings summarised above, as at 21 September
2009, being the latest Business Day prior to this announcement,
neither Chime, nor, so far as Chime is aware, any person acting in
concert with Chime for the purposes of the Offer, has any interest
in, or right to subscribe for, or has borrowed or lent (save for any
borrowed shares which have been either on-lent or sold) any
Essentially Shares, nor does any such person have any short position
or any arrangement in relation to Essentially Shares. An
"arrangement" includes any indemnity or option arrangement and any
agreement or any understanding, formal or informal, of whatever
nature, relating to Essentially Shares which may be an inducement to
deal or refrain from dealing in such securities.
It has not been possible, by the date of this announcement, to
ascertain the interests in Essentially Shares (if any) of all Chime's
concert parties. Further enquiries will be completed prior to
publication of the Offer Document. If such enquiries reveal any such
interests, they will be included in the Offer Document or announced
earlier if required by the Panel.
"Interests in securities" is further explained in the paragraph
headed "Dealing Disclosure Requirements" below.
16. Overseas Shareholders
The distribution of this announcement to, and the availability of New
Chime Shares under the terms of the Offer to, persons not resident in
the United Kingdom may be affected by the laws of the relevant
jurisdiction. Such persons should inform themselves about and observe
any applicable requirements.
In any case where the delivery of New Chime Shares to an Essentially
Shareholder would or may infringe the laws of any jurisdiction or
would or may require Chime to obtain or observe any governmental or
other consent or any registration, filing or other formality
(including ongoing requirements) which Chime regards as unduly
onerous, Chime reserves the right to have the New Chime Shares to
which such person would otherwise be entitled to under the Offer sold
in the market with the proceeds of the sale being remitted to the
relevant Essentially Shareholder.
Further details in relation to Overseas Shareholders will be
contained in the Offer Document.
17. Cancellation of Admission, Re-registration and Compulsory
Acquisition
Upon the Offer becoming or being declared unconditional in all
respects and sufficient acceptances having been received, it is the
intention of Chime to apply the provisions of Articles 116 to 118 and
Article 121 of the Companies (Jersey) Law 1991 (as amended) to
acquire compulsorily any remaining Essentially Shares in respect of
which the Offer has not been accepted.
Assuming the Offer becomes Effective, Chime also intends to procure
the making of an application by Essentially to the London Stock
Exchange for the cancellation of the admission of the Essentially
Shares to AIM. If this cancellation occurs, it will significantly
reduce the liquidity and marketability of any Essentially Shares not
assented to the Offer. It is anticipated that the cancellation of
admission to AIM will take effect no earlier than 20 Business Days
after the Offer becomes or is declared unconditional in all respects
provided that Chime has, by virtue of its shareholdings and
acceptances of the Offer, acquired or agreed to acquire issued share
capital carrying at least 75 per cent. of the voting rights of
Essentially.
It is also intended that, following the Offer becoming or being
declared unconditional and cancellation of the admission of the
Essentially Shares to AIM, Essentially will be re-registered as a
private company under the relevant provisions of the Companies
(Jersey) Law 1991 (as amended).
18. General and Documentation
Chime reserves the right to elect to implement the acquisition of
Essentially, with the consent of the Panel, by way of scheme of
arrangement under Article 125 of the Companies (Jersey) Law 1991 (as
amended). In such event, such scheme will be implemented on the same
terms (subject to appropriate amendment) as the Offer. References to
the Offer and the Offer Document in this announcement shall include,
where applicable, any such scheme of arrangement.
The Offer will be subject to the conditions and further terms set out
herein and in Appendix 1 and to the full terms and conditions which
will be set out in the Offer Document (which will include a letter of
recommendation from the Chairman of Essentially on behalf of the
Essentially Board) and, in respect of Essentially Shares held in
certificated form, the Form of Acceptance. In deciding whether or
not to accept the Offer in respect of their Essentially Shares,
Essentially Shareholders should rely on the information contained in,
and the procedures described 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. The Offer Document will be posted to Essentially
Shareholders and the Prospectus will be published as soon as
reasonably practicable and in any event within 28 days of the date of
this announcement. Essentially Shareholders are advised to read
carefully the formal documentation in relation to the Offer once it
has been dispatched.
The Offer will be governed by English law and will be subject to the
jurisdiction of the English courts. The Offer will be subject to the
applicable requirements of the City Code, the Panel, the London Stock
Exchange and the UKLA.
Further Information
Appendix I sets out the conditions and certain further terms of the
Offer. Appendix II contains information on bases and sources used in
this announcement. Appendix III provides information in relation to
certain irrevocable undertakings and letters of intent and Appendix
IV contains definitions of certain terms used in this announcement.
Please read the Offer Document in its entirety before making a
decision with respect to the Offer.
Enquiries:
Chime Communications plc
Lord Bell Tel: +44 (0)20 7861 8515
Christopher Satterthwaite
Bell Pottinger Corporate & Financial
(PR adviser to Chime)
Charles Cook Tel: +44 (0)20 7861 3232
Victoria Geoghegan
Emma Kent
EPL Advisory LLP
(Financial adviser to Chime)
David Anderson Tel: +44 (0)77 4877 6433
Numis Securities Limited
(Corporate broker and sponsor to Chime)
Nick Westlake Tel: +44 (0)20 7260 1000
Christopher Wilkinson
Essentially Group Limited
Bart Campbell Tel: +44 (0)20 7820 7000
Dwight Mighty
Cenkos Securities plc
(Financial adviser to Essentially)
Ivonne Cantu Tel: +44 (0) 20 7397 8900
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 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.
Cenkos 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
jurisdictions other than the United Kingdom may be restricted by law
and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. 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 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.
Cautionary Note Regarding Forward Looking Statements
This announcement contains forward looking statements that are based
on current expectations or beliefs, as well as assumptions about
future events. These statements, which speak only as at the date of
this document, are based on the current expectations of the
management of Chime and are naturally subject to uncertainty and
changes in circumstances. Undue reliance should not be placed on any
such statements because, by their very nature, they are subject to
known and unknown risks and uncertainties and can be affected by
other factors that could cause actual results, and Chime's plans and
objectives, to differ materially from those expressed or implied in
the forward looking statements.
There are several factors which could cause actual results to differ
materially from those expressed or implied in forward looking
statements. Among the factors that could cause actual results to
differ materially from those described in the forward looking
statements are Chime's ability to combine successfully the businesses
of Essentially and Chime and to realise expected synergies from that
combination, changes in the global, political, economic, business,
competitive, market and regulatory forces, future exchange and
interest rates, changes in tax rates and future business combinations
or dispositions and lower than expected revenues.
Neither Chime nor Essentially undertakes any obligation (except as
required by the Listing Rules and the rules of the London Stock
Exchange) to revise or update any forward looking statement contained
in this announcement, regardless of whether that statement is
affected as a result of new information, future events or otherwise.
Nothing in this announcement is intended to be a profit forecast and
statements in this announcement should not be interpreted to mean
that the earnings per Chime Share for the current or future financial
periods will necessarily be greater than those for the relevant
preceding financial period.
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.
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.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
Part A: Conditions of the Offer
The Offer will be subject to the following conditions (as amended if
appropriate):
(a) valid acceptances being received (and not, where
permitted, withdrawn) by not later than 3.00 p.m. on the first
closing date of the Offer (or such later time(s) and/or date(s) as
Chime may, with the consent of the Panel or in accordance with the
City Code, decide) in respect of not less than 90 per cent. (or such
lower percentage as Chime may decide) (1) in nominal value of the
Essentially Shares to which the Offer relates and (2) of the voting
rights attached to those shares, provided that this condition shall
not be satisfied unless Chime or other members of the Wider Chime
Group shall have acquired or agreed to acquire, whether pursuant to
the Offer or otherwise, shares in Essentially carrying in aggregate
more than 50 per cent. of the voting rights then normally exercisable
at general meetings of Essentially. For the purposes of this
condition:
(i) shares which have been unconditionally allotted but not
issued before the Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise, shall be deemed to
carry the voting rights they will carry on being entered into the
register of members of Essentially; and
(ii) the expression "Essentially Shares to which the Offer
relates" shall be construed with regard to the provisions of Articles
116, 117(8) and 123(1) and (2) of the Companies (Jersey) Law 1991 (as
amended);
(b) the admission to the Official List of the New Chime Shares
to be issued in connection with the Offer becoming effective in
accordance with the Listing Rules and the admission of such shares to
trading becoming effective in accordance with the Admission and
Disclosure Standards of the London Stock Exchange or if Chime and
Essentially so determine (and subject to the consent of the Panel)
the UKLA agreeing to admit such shares to the Official List and the
London Stock Exchange agreeing to admit such shares to trading
subject only to (i) the allotment of such shares and/or (ii) the
Offer becoming or being declared unconditional in all respects;
(c) there being no provision of any agreement, arrangement,
licence, permit or other instrument to which any member of the Wider
Essentially Group is a party or by or to which any such member or any
of its assets may be bound, entitled or subject, which in consequence
of the Offer or the proposed acquisition of any shares or other
securities in Essentially or because of a change in the control or
management of Essentially or otherwise, could or might result, to an
extent which is material in the context of the Wider Essentially
Group, in:
(i) any moneys borrowed by or any other indebtedness (actual
or contingent) of, or grant available to any such member, being or
becoming repayable or capable of being declared repayable immediately
or earlier than their or its stated maturity date or repayment date
or the ability of any such member to borrow moneys or incur any
indebtedness being withdrawn or inhibited or being capable of
becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of
any such member thereunder being terminated or modified or affected
or any obligation or liability arising or any action being taken or
arising thereunder;
(iii) any assets or interests of any such member being or
falling to be disposed of or charged or any right arising under which
any such asset or interest could be required to be disposed of or
charged;
(iv) 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 such member;
(v) the rights, liabilities, obligations or interests of any
such member in, or the business of any such member with, any person,
firm or body (or any arrangement or arrangements relating to any such
interest or business) being terminated, adversely modified or
affected;
(vi) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business
under any name under which it presently does so; or
(viii) the creation of any liability, actual or contingent, by
any such member,
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to which
any member of the Wider Essentially Group is a party or by or to
which any such member or any of its assets may be bound, entitled or
subject, could result in any of the events or circumstances as are
referred to in sub-paragraphs (i) to (viii) of this condition;
(d) no government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative
body, court, trade agency, association, institution or any other body
or person whatsoever in any jurisdiction (each a "Third Party")
having decided to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference, or enacted,
made or proposed any statute, regulation, decision or order, or
having taken any other steps which would or might reasonably be
expected to:
(i) require, prevent or delay the divestiture, or materially
alter the terms envisaged for any proposed divestiture by any member
of the Wider Chime Group or any member of the Wider Essentially Group
of all or any 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 any of them) or to own any of
their respective assets or properties or any part thereof which, in
any case, is material in the context of the Wider Chime Group or the
Wider Essentially Group in either case taken as a whole;
(ii) require, prevent or delay the divestiture by any member
of the Wider Chime Group of any shares or other securities in
Essentially;
(iii) impose any limitation on, or result in a delay in, the
ability of any member of the Wider Chime Group directly or indirectly
to acquire or to hold or to exercise effectively any rights of
ownership in respect of shares or loans or securities convertible
into shares or any other securities (or the equivalent) in any member
of the Wider Essentially Group or the Wider Chime Group or to
exercise management control over any such member;
(iv) otherwise adversely affect the business, assets, profits
or prospects of any member of the Wider Chime Group or of any member
of the Wider Essentially Group in a manner which is adverse to and
material in the context of the Chime Group or the Essentially Group
in either case taken as a whole;
(v) make the Offer or its implementation or the acquisition
or proposed acquisition by Chime or any member of the Wider Chime
Group of any shares or other securities in, or control of Essentially
void, illegal, and/or unenforceable under the laws of any
jurisdiction, or otherwise, directly or indirectly, restrain,
restrict, prohibit, delay or otherwise materially interfere with the
same, or impose additional conditions or obligations with respect
thereto, or otherwise challenge or interfere therewith;
(vi) require any member of the Wider Chime Group or the Wider
Essentially Group to offer to acquire any shares or other securities
(or the equivalent) or interest in any member of the Wider
Essentially Group or the Wider Chime Group owned by any third party;
(vii) impose any limitation on the ability of any member of the
Wider Essentially Group to co-ordinate its business, or any part of
it, with the businesses of any other members which is adverse to and
material in the context of the group concerned taken as a whole; or
(viii) result in any member of the Wider Essentially Group
ceasing to be able to carry on business under any name under which it
presently does so,
and all applicable waiting and other time periods during which any
such Third Party could institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference or any other
step under the laws of any jurisdiction in respect of the Offer or
the acquisition or proposed acquisition of any Essentially Shares
having expired, lapsed or been terminated;
(e) all necessary filings or applications having been made in
connection with the Offer and all statutory or regulatory obligations
in any jurisdiction having been complied with in connection with the
Offer or the acquisition by any member of the Wider Chime Group of
any shares or other securities in, or control of, Essentially and all
authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals reasonably
deemed necessary or appropriate by Chime or any member of the Wider
Chime Group for or in respect of the Offer considered necessary or
appropriate by Chime or any member of the Wider Chime Group for or in
respect of the Offer including without limitation, its implementation
and financing, or the proposed acquisition of any shares or other
securities in, or control of, Essentially by any member of the Wider
Chime Group having been obtained in terms and in a form reasonably
satisfactory to Chime from all appropriate Third Parties or persons
with whom any member of the Wider Essentially Group has entered into
contractual arrangements and all such authorisations, orders,
recognitions, grants, consents, licences, confirmations, clearances,
permissions and approvals together with all material authorisations
orders, recognitions, grants, licences, confirmations, clearances,
permissions and approvals necessary or appropriate to carry on the
business of any member of the Wider Essentially Group which is
material in the context of the Chime Group or the Essentially Group
as a whole remaining in full force and effect and all filings
necessary for such purpose having been made and there being no notice
or intimation of any intention to revoke or not to renew any of the
same at the time at which the Offer becomes otherwise unconditional
and all necessary statutory or regulatory obligations in any
jurisdiction having been complied with;
(f) except as publicly announced by Essentially in accordance
with the Listing Rules, Disclosure Rules or Transparency Rules prior
to 21 September 2009, no member of the Wider Essentially Group
having, since 31 December 2008:
(i) save as between Essentially and wholly-owned subsidiaries
of Essentially or for Essentially Shares issued pursuant to the
exercise of options granted under the Essentially Share Scheme,
issued, authorised or proposed the issue of additional shares of any
class;
(ii) save as between Essentially and wholly-owned
subsidiaries of Essentially or for the grant of options under the
Essentially Share Option Scheme, issued or agreed to issue,
authorised or proposed the issue of securities convertible into
shares of any class or rights, warrants or options to subscribe for,
or acquire, any such shares or convertible securities;
(iii) other than to another member of the Essentially Group,
recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution
whether payable in cash or otherwise, save for the Essentially
Interim Dividend;
(iv) save for intra-Essentially Group transactions, merged or
demerged with any body corporate or acquired or disposed of or
transferred, mortgaged or charged or created any security interest
over any assets or any right, title or interest in any asset
(including shares and trade investments) or authorised or proposed or
announced any intention to propose any merger, demerger, acquisition
or disposal, transfer, mortgage, charge or security interest, in each
case, other than in the ordinary course of business;
(v) save for intra-Essentially Group transactions, made or
authorised or proposed or announced an intention to propose any
change in its loan capital;
(vi) issued, authorised or proposed the issue of any
debentures or (save for intra-Essentially Group transactions), save
in the ordinary course of business, incurred or increased any
indebtedness or become subject to any contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal
to purchase, redeem or repay any of its own shares or other
securities or reduced or, save in respect to the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital;
(viii) implemented, or authorised, proposed or announced its
intention to implement, any reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement otherwise than in the
ordinary course of business or entered into or changed the terms of
any contract with any director or senior executive;
(ix) entered into or varied or authorised, proposed or
announced its intention to enter into or vary any contract,
transaction or commitment (whether in respect of capital expenditure
or otherwise) which is of a long term, onerous or unusual nature or
magnitude or which is or could be materially restrictive on the
businesses of any member of the Wider Essentially Group or the Wider
Chime Group or which involves or could involve an obligation of such
a nature or magnitude or which is other than in the ordinary course
of business and which is material in the context of the Wider
Essentially Group taken as a whole;
(x) (other than in respect of a member which is dormant and
was solvent at the relevant time) taken any corporate action or had
any legal proceedings started or threatened against it for its
winding-up, dissolution or reorganisation or for the appointment of a
receiver, administrative receiver, administrator, trustee or similar
officer of all or any of its assets or revenues or any analogous
proceedings in any jurisdiction or had any such person appointed;
(xi) entered into any contract, transaction or arrangement
which would be restrictive on the business of any member of the Wider
Essentially Group or the Wider Chime Group other than to a nature and
extent which is normal in the context of the business concerned;
(xii) waived or compromised any claim otherwise than in the
ordinary course of business;
(xiii) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or passed
any resolution or made any Offer (which remains open for acceptance)
with respect to or announced any intention to, or to propose to,
effect any of the transactions, matters or events referred to in this
condition;
(xiv) having made or agreed or consented to any change to:
(1) the terms of the trust deeds constituting the pension scheme(s)
established by any member of the Wider Essentially Group for its
directors, employees or their dependents;
(2) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable
thereunder;
(3) the basis on which qualification for, or accrual or entitlement
to, such benefits or pensions are calculated or determined; or
(4) the basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued or made; or
(xv) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any person employed by
the Wider Essentially Group,
and, for the purposes of paragraphs (iii), (iv), (v) and (vi) of this
condition, the term "Essentially Group" shall mean Essentially and
its wholly-owned subsidiaries;
(g) except as disclosed in the accounts for the year ended on
31 December 2008 or where not material in the context of the Wider
Essentially Group taken as a whole:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or
prospects of any member of the Wider Essentially Group;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Essentially
Group is or may become a party (whether as a plaintiff, defendant or
otherwise) and no investigation by any Third Party against or in
respect of any member of the Wider Essentially Group having been
instituted announced or threatened by or against or remaining
outstanding in respect of any member of the Wider Essentially Group
which in any such case might be expected to adversely affect any
member of the Wider Essentially Group;
(iii) no contingent or other liability having arisen or become
apparent to Chime which would be likely to adversely affect any
member of the Wider Essentially Group; and
(iv) no steps having been taken which are likely to result in
the withdrawal, cancellation, termination or modification of any
licence held by any member of the Wider Essentially Group which is
necessary for the proper carrying on of its business;
(h) Chime not having discovered:
(i) that any financial, business or other information
concerning the Wider Essentially Group as contained in the
information publicly disclosed at any time by or on behalf of any
member of the Wider Essentially Group is materially misleading,
contains a misrepresentation of fact or omits to state a fact
necessary to make that information not misleading;
(ii) that any member of the Wider Essentially Group,
partnership, company or other entity in which any member of the Wider
Essentially Group has a significant economic interest and which is
not a subsidiary undertaking of Essentially is subject to any
liability (contingent or otherwise) which is not disclosed in the
annual report and accounts of Essentially for the year ended 31
December 2008; or
(iii) any information which affects the import of any
information disclosed at any time by or on behalf of any member of
the Wider Essentially Group and which is material in the context of
the Wider Essentially Group taken as a whole;
(i) Chime not having discovered that:
(i) any past or present member of the Wider Essentially Group
has failed to comply with any and/or all applicable legislation or
regulations of any jurisdiction with regard to the disposal,
spillage, release, discharge, leak or emission of any waste or
hazardous substance or any substance likely to impair the environment
or harm human health or animal health or otherwise relating to
environmental matters, or that there has otherwise been any such
disposal, spillage, release, discharge, leak or emission (whether or
not the same constituted a non-compliance by any person with any such
legislation or regulations, and wherever the same may have taken
place) any of which disposal, spillage, release, discharge, leak or
emission would be likely to give rise to any liability (actual or
contingent) on the part of any member of the Wider Essentially Group
and which is material in the context of the Wider Essentially Group
taken as a whole; or
(ii) there is, or is likely to be, for that or any other
reason whatsoever, any liability (actual or contingent) of any past
or present member of the Wider Essentially Group to make good,
repair, reinstate or clean up any property or any controlled waters
now or previously owned, occupied, operated or made use of or
controlled by any such past or present member of the Wider
Essentially Group, under any environmental legislation, regulation,
notice, circular or order of any government, governmental,
quasi-governmental, state or local government, supranational,
statutory or other regulatory body, agency, court, association or any
other person or body in any jurisdiction and which is material in the
context of the Wider Essentially Group taken as a whole; and
(j) after the Offer shall have become or has been declared
unconditional as to acceptances, Essentially Shareholders who have
accepted the Offer and become entitled to withdraw their acceptances
pursuant to Section 87Q of the Financial Services and Markets Act
2000 not withdrawing their acceptances in respect of such number of
Essentially Shares so that the Essentially Shares acquired or agreed
to be acquired by Chime or any of its wholly-owned subsidiaries,
either pursuant to the Offer or otherwise, will result in Chime and
any of its subsidiaries holding Essentially Shares which together
carry less than 90 per cent. (or such lower percentage as Chime may
decide) of the voting rights then normally exercisable at general
meeting of Essentially.
For the purposes of these conditions the "Wider Essentially Group"
means Essentially and its subsidiary undertakings, associated
undertakings and any other undertaking in which Essentially and/or
such undertakings (aggregating their interests) have a significant
interest and the "Wider Chime Group" means Chime and its subsidiary
undertakings, associated undertakings and any other undertaking in
which Chime and/or such undertakings (aggregating their interests)
have a significant interest and for these purposes "subsidiary
undertaking" and "undertaking" have the meanings given by the
Companies Act 2006, "associated undertaking" has the meaning given by
paragraph 19 of Schedule 6 to the Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 other than
paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be
excluded for this purpose, and "significant interest" means a direct
or indirect interest in ten per cent. or more of the equity share
capital (as defined in the Companies Act 2006).
Chime reserves the right to waive, in whole or in part, all or any of
conditions (a) to (j) above, except for conditions (a) and (b).
The Offer will lapse unless all the above conditions are fulfilled or
(if capable of waiver) waived or, where appropriate, determined by
Chime to have been or remain satisfied by midnight (London time) on
the day which is 21 days after the later of the first closing date of
the Offer and the date on which condition (a) is fulfilled (or in
each such case such later date as Chime may, with the consent of the
Panel, decide). Chime shall be under no obligation to waive or treat
as satisfied any of conditions (c) to (j) (inclusive) by a date
earlier than the latest date specified above for the satisfaction
thereof, notwithstanding that the other conditions of the offer 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. If Chime is required by
the Panel to make an offer for Essentially Shares under the
provisions of Rule 9 of the City Code, Chime may make such
alterations to any of the above conditions as are necessary to comply
with the provisions of that Rule.
The Offer will lapse if it is referred to the Competition Commission
before 3.00 p.m. on the first closing date of the Offer or the date
on which the Offer becomes or is declared unconditional as to
acceptances, whichever is the later. If the Offer does so lapse, not
only will the Offer cease to be capable of further acceptance but
also Essentially Shareholders and Chime will cease to be bound by
prior acceptances.
Chime reserves the right to elect (with the consent of the Panel) to
implement the Offer by way of a scheme of arrangement as it may
determine in its absolute discretion. In such event, such offer will
be implemented on the same terms, so far as applicable, as those
which would apply to the Offer, subject to appropriate amendments.
The availability of the Offer 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.
This Offer will be governed by English law and be subject to the
jurisdiction of the English courts, to the conditions set out below
and in the formal Offer Document and, in respect of Essentially
Shares held in certificated form, the Form of Acceptance. The Offer
will comply with the applicable rules and regulations of the
Financial Services Authority and the London Stock Exchange and the
City Code.
Part B: Certain further terms of the Offer
No fractions of New Chime Shares will be issued to holders of
Essentially Shares. Any fractional entitlements to New Chime Shares
will be rounded up or down to the nearest whole number (with
fractional entitlements to 0.5 or more of a New Chime Share being
rounded up).
The Offer will not be made, directly or indirectly, in or into, or by
use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone,
internet or e-mail) of interstate or foreign commerce of, or of any
facility of a national securities exchange of, the United States,
Canada, Jersey, Japan or Australia or any other jurisdiction where to
do so would constitute a violation of the laws of that jurisdiction
and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within any such
jurisdiction. Chime reserves the right to deem a shareholder
resident in such jurisdictions to have elected for a particular form
of consideration, or to have made no election at all, or to offer
such shareholder cash only by way of consideration, in each case in
connection with the Offer or any compulsory acquisition procedures.
Chime further reserves the right to meet the cash consideration due
to such shareholders either from its own reserves or by arranging, as
it thinks fit, the sale or allotment of the shares to which such
shareholders would otherwise be entitled and then remitting the cash
proceeds of such sale or allotment, net of expenses, to such
shareholders instead.
The New Chime Shares to be issued pursuant to the Offer have not been
and will not be registered under the US Securities Act nor under any
of the relevant securities laws of Canada, Jersey, Japan or
Australia. Accordingly, the New Chime Shares may not be offered,
sold or delivered, directly or indirectly, in the United States,
Canada, Jersey, Japan or Australia nor to any United States person,
except pursuant to exemptions from applicable requirements of any
such jurisdiction.
The New Chime Shares will be issued credited as fully paid and will
rank pari passu in all respects with the existing Chime Shares.
Applications will be made to the UKLA for the New Chime Shares to be
admitted to the Official List and to the London Stock Exchange for
the New Chime Shares to be admitted to trading.
Essentially Shares which will be acquired under the Offer will be
acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all rights
now or hereafter attaching or accruing to them, including voting
rights and the right to receive and retain in full all dividends and
other distributions (if any) declared, made or paid on or after the
date of this announcement other than the Essentially Interim
Dividend.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement:
1. Unless otherwise stated:
* financial information relating to the Chime Group has been
extracted or derived (without any adjustment) from the audited
annual report and accounts for Chime for the year ended 31
December 2008 and Chime's announcement dated 25 August 2009 of
its interim results for the six months ended 30 June 2009 (which
are unaudited); and
* financial information relating to the Essentially Group has been
extracted or derived (without any adjustment) from the audited
annual report and accounts for Essentially for the year ended 31
December 2008 and Essentially's announcement dated 22 September
2009 of its interim results for the six months ended 30 June 2009
(which are unaudited).
2. The value of the Offer is calculated:
* by reference of the price of 177.75 pence per Chime Share, being
the Closing Price on 21 September 2009, the last Business Day
prior to this announcement; and
* on the basis of the fully diluted number of Essentially Shares in
issue referred to in paragraph 3 below.
3. As at the close of business on 21 September 2009, being
the last Business Day prior to the date of this announcement,
Essentially had in issue 225,675,535 Essentially Shares and Chime had
in issue 57,061,900 Chime Shares. The International Securities
Identification Number for Essentially Shares is GB0032118878 and for
Chime Shares is GB00B2QY9355.
4. Unless otherwise stated, all prices and Closing Prices for
Essentially Shares and Chime Shares are closing middle market
quotations derived from the London Stock Exchange.
5. The premium calculations to the price per Essentially
Share have been calculated by reference to:
* a price of 4 pence per Essentially Share, being the Closing Price
on 21 August 2009, the last Business Day prior to Essentially
announcing that it was in discussions regarding a potential
offer; and
* a price of 7.5 pence per Essentially Share, being the Closing
Price on 21 September 2009, the last Business Day prior to this
announcement.
APPENDIX III
SCHEDULE OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
Details of the irrevocable undertakings provided to Chime to accept
the Offer are as follows:
Party Beneficial Owner Number of Percentage of
(if different to the Essentially Essentially
party to the Shares issued
irrevocable undertaking) share capital
Kalihi Trust Warren Alcock 3,932,324 1.75
Tim Berg 1,485,583 0.66
Richard Battersby 787,653 0.35
James Butterfield 250,000 0.11
Cenkos Channel John Byfield 290,909 0.13
Islands
Nominees Company
Limited
Pershing Nominees John Byfield[1] 31,450,063 13.94
PSL981
Bart Campbell 8,082,894 3.58
Ian Childs 4,676,910 2.07
Vasco Gomes 6,052,470 2.68
Chris Jones 6,602,694 2.93
David Ligertwood 7,987,181 3.54
Mike Lilley 4,676,910 2.07
Dwight Mighty 573,636 0.25
Allan Reeves 3,530,097 1.56
Waimoana City Lewis Thompson 3,934,970 1.74
Trust
Kevin Vandrau 2,820,927 1.25
Matthew Vandrau 2,820,928 1.25
Total 89,956,148 39.86
[1] John Byfield is a beneficiary of the discretionary trust which
holds these shares.
Details of the non-binding letters of intent provided to Chime to
accept the Offer are as follows:
Party Number of Percentage of
Essentially Essentially issued
Shares share capital
AXA Framlington, the judgemental 8,470,139 3.75
equity division of AXA
Investment Managers UK Limited
Bluehone Investors LLP 4,492,892 1.76
Octopus Investments Limited 7,905,305 3.50
Rensburg AIM VCT plc[2] 7,136,806 3.16
Total 28,005,142 12.41
[2] Rensburg AIM VCT plc has confirmed its intention to accept the
Offer, provided a higher offer is not forthcoming during the Offer
Period.
APPENDIX IV
DEFINITIONS
In this announcement, the following definitions apply unless the
context requires otherwise:
"Acquisition" means the proposed acquisition by Chime of
the entire issued and to be issued ordinary
share capital of Essentially to be
implemented by means of the Offer, or, if
Chime so determines in its absolute
discretion, by means of the Scheme;
"AIM" means the AIM Market of the London Stock
Exchange;
"Alternative Proposal" means an offer or possible offer or proposal
put forward by any Third Party which is not
acting in concert with Chime in respect of,
or for all or a significant proportion
(being in excess of 25 per cent. when
aggregated with shares already held by the
Third Party and anyone acting in concert (as
defined in the City Code) with it) of, the
entire issued and to be issued share capital
of Essentially or the sale or possible sale
of the whole or any substantial part of the
assets of the Essentially Group or a
transaction which is otherwise inconsistent
with the Offer becoming Effective, in each
case howsoever it is proposed that such
offer, proposal or transaction be
implemented (whether legally binding or not
and whether or not pre-conditional);
"Australia" means the Commonwealth of Australia, its
territories and possessions and all areas
subject to its jurisdiction and any
political sub-division thereof;
"Business Day" means any day (other than a Saturday or
Sunday) on which banks generally are open
for business in London (other than solely
for settlement and trading in euro);
"Canada" means Canada, its provinces and territories
and all areas subject to its jurisdiction or
any political sub-division thereof;
"Cenkos" means Cenkos Securities plc;
"certificated" or "in means recorded on the relevant register of
certificated form" the relevant company as being held in
certificated form and title to which may be
transferred by means of a stock transfer
form;
"Chime" means Chime Communications plc, a public
limited company registered in Essentially
and Wales (no. 01983857);
"Chime Board" or "Chime means the board of directors of Chime;
Board of Directors"
"Chime Directors" or means the directors of Chime, and "Chime
"Directors of Chime" Director" means any one of them;
"Chime Interim Dividend" means the interim dividend of 1.60 pence per
Chime Share announced by Chime on 25 August
2009;
"Chime Group" means Chime and its subsidiary undertakings;
"Chime Shareholders" means the holders of Chime Shares;
"Chime Shares" means ordinary shares of 25 pence each in
the capital of Chime (including, if the
context requires, the New Chime Shares);
"City Code" means the City Code on Takeovers and Mergers
of the United Kingdom;
"Closing Price" means the closing middle market price of a
relevant share in pounds sterling as
published in the Official List of the London
Stock Exchange;
"EEA State" means a Member State of the European
Economic Area, being the European Union,
Iceland, Norway and Liechtenstein;
"Effective" means in the context of the Acquisition,
when the Offer has been declared or has
become unconditional in all respects in
accordance with the requirements of the City
Code;
"Effective Date" means the date on which the Acquisition
becomes Effective;
"Enlarged Group" means the Chime Group including the
Essentially Group following the Effective
Date;
"EPL Advisory" means EPL Advisory LLP;
"Essentially" means Essentially Group Limited;
"Essentially Board" means the board of directors of Essentially;
"Essentially Directors" means the directors of Essentially, and
or "Directors of "Essentially Director" means any one of
Essentially" them;
"Essentially Group" means Essentially and its subsidiaries and
subsidiary undertakings at the relevant
time;
"Essentially Interim means the interim dividend of 0.36 pence per
Dividend" Essentially Share announced by the
Essentially Directors on the date of this
announcement;
"Essentially means holders of Essentially Shares;
Shareholders"
"Essentially Shares" means ordinary shares of 0.1 pence each in
the capital of Essentially;
"Essentially Share means the Essentially Group Share Option
Scheme" Plan;
"Exclusivity Period" means the period which commences on 21
September 2009 and continues until the
earlier of the date when Chime's Offer
lapses or is withdrawn or the date on which
the Offer becomes or is declared
unconditional as to acceptances;
"Financial Services means the UK Financial Services Authority;
Authority"
"Form of Acceptance" means the form of acceptance relating to the
Offer which will accompany the Offer
Document;
"FSMA" means the Financial Services and Markets Act
2000, as amended;
"Japan" means Japan, its cities, prefectures,
territories and possessions;
"Jersey" means the island of Jersey and its
dependencies;
"Listing Rules" means the listing rules of the UKLA;
"London Stock Exchange" means London Stock Exchange plc or its
successor(s);
"London time" means Greenwich Mean Time (GMT time) or when
applicable British Summer Time (BST time);
"Management Incentive means the incentive scheme being offered to
Scheme" certain members of Essentially management;
"New Chime Shares" means Chime Shares proposed to be issued
fully paid to Essentially Shareholders
pursuant to the Offer;
"Numis" means Numis Securities Limited with
registered address 10 Paternoster Square,
London EC4M 7LT;
"Offer" means the recommended offer to be made by
Chime to acquire the entire issued and to be
issued ordinary share capital of Essentially
and, where the context admits, any
subsequent revision, variation, extension or
renewal of such offer;
"Offer Document" means the document to be sent to Essentially
Shareholders which will include, inter alia,
the terms and conditions of the Offer;
"Official List" means the list maintained by the UK Listing
Authority in accordance with section 74(1)
of FSMA for the purposes of Part VI of FSMA,
or any corresponding list maintained by a
competent authority for listing in another
EEA State;
"Overseas Shareholders" means Essentially Shareholders who are
resident in, ordinarily resident in, or
citizens of, jurisdictions outside the
United Kingdom (including where the context
requires, US Persons) and persons acting on
a non-discretionary basis (as agent, or
nominee, custodian, trustees or otherwise)
for or on behalf of such persons;
"Panel" means the United Kingdom Panel on Takeovers
and Mergers;
"Pounds", "GBP", "pounds means the lawful currency of the United
sterling", "sterling", Kingdom;
"p" and "pence"
"Prospectus" means a prospectus under the Prospectus
Rules to be issued by Chime containing
information on Chime and the New Chime
Shares;
"Prospectus Rules" means the Prospectus Rules made by the UK
Listing Authority acting under Part VI of
FSMA (as set out in the FSA handbook), as
amended from time to time;
"Scheme" means, should the Acquisition be implemented
by way of a scheme, a scheme of arrangement
under Article 125 of the Companies (Jersey)
Law 1991 (as amended) between Essentially
and holders of Essentially Shares with or
subject to any modification, addition or
condition approved or imposed by the Royal
Court of Jersey;
"subsidiary" has the meaning given in section 1159 of the
Companies Act 2006;
"subsidiary undertaking" has the meaning given in section 1162 of the
Companies Act 2006;
"Third Party" means any party or parties other than Chime;
"UKLA" or "UK Listing means the UK Listing Authority, being the
Authority" Financial Services Authority acting in its
capacity as the competent authority for the
purposes of Part IV of FSMA;
"United Kingdom" or "UK" means the United Kingdom of Great Britain
and Northern Ireland;
"United States" or "US" means the United States of America, its
territories and possessions, any State of
the United States of America and the
District of Columbia;
"US Persons" means Essentially Shareholders that have a
registered address in the United States and
beneficial owners of Essentially Shares that
are natural persons, resident in or that are
legal persons organised under the laws of
the United States; and
"US Securities Act" means the US Securities Act of 1933, as
amended from time to time, and the rules and
regulations promulgated thereunder.
Unless otherwise stated, all times referred to in this announcement
are references to London time.
Any reference to any provision of any legislation shall include any
amendment, modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa,
and words importing the masculine gender shall include the feminine
or neutral gender.
=--END OF MESSAGE---
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