Statement re Offer

 

TIDMPST 
 
RNS Number : 7276Q 
Pitney Bowes MapInfo UK Limited 
09 August 2010 
 

Not for release, publication or distribution, in whole or in part, in or into or 
from the United States, Canada, Australia, Japan or the Republic of South Africa 
          or any other jurisdiction where it would be unlawful to do so 
                                                                   9 August 2010 
 
                             Recommended cash offer 
                                      for 
                       Portrait Software plc ("Portrait") 
                                       by 
Pitney Bowes MapInfo UK Limited, a wholly-owned subsidiary of Pitney Bowes Inc. 
 
The Boards of Pitney Bowes MapInfo UK Limited (an indirect wholly-owned 
subsidiary of Pitney Bowes Inc.) and Portrait refer to the announcement dated 10 
June 2010 in respect of Pitney Bowes MapInfo UK Limited's recommended cash offer 
for the entire issued and to be issued ordinary share capital of Portrait and 
the Offer Document posted on 10 June 2010. The full terms of, and conditions to, 
the Offer and the procedure for acceptance were set out in the Offer Document. 
Offer update 
Further to the announcement released by Pitney Bowes MapInfo UK Limited on 5 
July 2010 declaring the Offer wholly unconditional, the Board of Pitney Bowes 
MapInfo UK Limited announces that the Offer will be closed for acceptances on 25 
August 2010. Portrait Shareholders who have not yet accepted the Offer are 
encouraged to do so without delay. 
Portrait Shareholders who hold Portrait Shares in certificated form (that is, 
not in CREST), should complete, sign and return the Form of Acceptance in 
accordance with paragraph 14.1 of Part 2 of the Offer Document. They should 
return the Form of Acceptance (along with any valid share certificate(s) or 
other documents of title using the reply-paid envelope that was enclosed with 
the Offer Document (if they are posting within the United Kingdom)) as soon as 
possible. 
Portrait Shareholders who hold Portrait Shares in uncertificated form (that is, 
in CREST), should comply with the procedure for acceptance set out in paragraph 
14.2 of Part 2 of the Offer Document so as to ensure that their TTE Instruction 
settles as soon as possible. 
 
Cancellation of trading, re-registration and compulsory acquisition 
Further to the announcement released by Pitney Bowes MapInfo UK Limited on 5 
July 2010, Pitney Bowes MapInfo UK Limited has exercised its rights pursuant to 
the provisions of Chapter 3 of Part 28 of the Companies Act to give notice of 
its desire to acquire compulsorily the remaining Portrait Shares in respect of 
which the Offer has not been accepted. 
 
In addition, further to the announcement on cancellation of admission to trading 
on AIM released by Portrait on 12 July 2010, the cancellation of admission to 
trading of Portrait Shares on AIM will take effect from 7:00 am on 10 August 
2010. Accordingly, today is the last day of dealings in Portrait Shares. 
Cancellation of admission to trading on AIM of the Portrait Shares will 
significantly reduce the liquidity and marketability of any Portrait Shares not 
assented to the Offer. It is also intended that Portrait will be re-registered 
as a private company under the relevant provisions of the Companies Act. 
 
Settlement 
Settlement of the consideration to which any Portrait Shareholder is entitled 
under the Offer will be effected by the despatch of cheques or the crediting of 
CREST accounts to validly accepting Portrait Shareholders, while the Offer 
remains open for acceptance, within 14 calendar days of such receipt, in the 
manner described in the Offer Document. 
In accordance with Rule 19.11 of the City Code, a copy of this announcement will 
be available free of charge, subject to certain restrictions relating to persons 
resident in Prohibited Jurisdictions, for inspection on the following websites 
by no later than 12 noon on 10 August 2010: 
www.investorrelations.pitneybowes.com 
Terms defined in the Offer Document bear the same meanings where used in this 
announcement. 
 
This announcement is not intended to and does not constitute or form any part of 
an offer to sell or an invitation to purchase or the solicitation of an offer to 
subscribe for any securities or the solicitation of any vote or approval in any 
jurisdiction pursuant to the Offer or otherwise.  The Offer is being made solely 
through the Offer Document and, in the case of Portrait Shares in certificated 
form, the Form of Acceptance, which 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 the case of Portrait 
Shares in certificated form, the Form of Acceptance. 
Morgan Stanley is acting as financial adviser exclusively to Pitney Bowes Inc. 
and Pitney Bowes MapInfo UK Limited and to no one else in connection with the 
Offer and accordingly will not be responsible to anyone other than Pitney Bowes 
Inc. and Pitney Bowes MapInfo UK Limited for providing the protections afforded 
to clients of Morgan Stanley nor for giving advice in relation to the Offer or 
the contents of this document. 
Singer Capital Markets Limited, which is authorised and regulated by the 
Financial Services Authority, is acting exclusively for Portrait Software plc 
and for no-one else in connection with the Offer and is not advising any other 
person and accordingly will not be responsible to anyone other than Portrait 
Software plc for providing the protections afforded to clients of Singer Capital 
Markets Limited nor for giving advice in relation to the Offer or the contents 
of this document. 
The Offer is not being made, directly or indirectly, in, into or from, or by use 
of the mails of, or by any means of instrumentality (including electronically or 
by facsimile transmission, internet, email, telex or telephone) of interstate or 
foreign commerce of, or any facility of a national, state or other securities 
exchange of, the United States, Australia, Canada, Japan, the Republic of South 
Africa or any other Prohibited Jurisdiction if to do so would constitute a 
violation of the relevant laws in such other jurisdiction and, subject to 
certain exceptions, the Offer cannot be accepted by any such use, means, 
instrumentality or facility or from within the United States, Australia, Canada, 
Japan, the Republic of South Africa or any other Prohibited Jurisdiction if to 
do so would constitute a violation of the relevant laws in such other 
jurisdiction.  Accordingly, copies of this announcement, the Offer Document, the 
Form of Acceptance and any related or accompanying document are not being, and 
must not be, directly or indirectly, mailed, distributed, transmitted, forwarded 
or otherwise sent, in whole or in part, in, into or from the United States, 
Australia, Canada, Japan, the Republic of South Africa or any other Prohibited 
Jurisdiction.  Doing so may render invalid any purported acceptance of the 
Offer.  All Portrait Shareholders or other persons (including nominees, trustees 
or custodians)receiving this announcement, the Offer Document, the Form of 
Acceptance or any related or accompanying document should not distribute, mail, 
transmit, forward or send them or any of them in, into or from the United 
States, Australia, Canada, Japan, the Republic of South Africa or any other 
Prohibited Jurisdiction or use such mails or any such means, instrumentality or 
facility for any purpose related to the Offer. 
It is the responsibility of each Overseas Shareholder to inform himself, herself 
or itself about and observe any applicable legal requirements.  No Overseas 
Shareholder receiving a copy of this announcement and/or any other documentation 
relating to the Offer in a Prohibited Jurisdiction may treat the same as 
constituting an invitation or offer to him and in such circumstances, this 
announcement and/or any other documentation relating to the Offer are sent for 
information only.  It is the responsibility of any Overseas Shareholder 
receiving a copy of this announcement and/or any other documentation relating to 
the Offer in any jurisdiction outside the United Kingdom who wishes to accept 
the Offer to satisfy himself as to the full observance of the laws and 
regulatory requirements of that jurisdiction in connection with the Offer, 
including obtaining any governmental, exchange control or other consents which 
may be required, and compliance with any other necessary formalities which need 
to be observed and the payment of any transfer or other taxes or duties that may 
be or become due under the laws of such jurisdiction.  Any such Overseas 
Shareholder will be responsible for any such transfer or other taxes or duties 
by whomsoever payable and Pitney Bowes Inc. and Pitney Bowes MapInfo UK Limited 
(and any person acting on behalf of Pitney Bowes Inc. or Pitney Bowes MapInfo UK 
Limited) shall be fully indemnified and held harmless by such Overseas 
Shareholder for any such transfer or other taxes or duties or other requisite 
payments as Pitney Bowes Inc. or Pitney Bowes MapInfo UK Limited (and any person 
acting on behalf of Pitney Bowes Inc. or Pitney Bowes MapInfo UK Limited) may be 
required to pay. 
This announcement has been prepared for the purpose 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 of jurisdictions outside England, including those of 
the United States. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OUPUGUCPRUPUPPR