Offer Update Prologic plc (9946B)

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RNS Number : 9946B

ESWC Acquisitions Limited

25 April 2012

25 April 2012

Recommended Cash Offer

by

ESWC Acquisitions Ltd ("ESWC")

for

Prologic plc ("Prologic")

OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

CANCELLATION OF TRADING ON AIM

Introduction

On 29 March 2012, Prologic and ESWC announced the terms of a recommended cash offer (the "Offer") by ESWC for the entire issued share capital of Prologic. The full terms and conditions of the Offer and procedures for acceptance were set out in the Offer Document issued by ESWC and dated 3 April 2012 (the "Offer Document").

Level of Acceptances

ESWC announces that as at 1.00pm (London time) on 24 April 2012, being the First Closing Date of the Offer, ESWC had received valid acceptances of the Offer in respect of a total of 9,872,813 Prologic Shares representing approximately 98.7 per cent. of the issued share capital of Prologic, all of which ESWC may count towards the satisfaction of its acceptance condition under the Offer. This included valid acceptances in respect of 7,449,472 Prologic Shares, which were the subject of irrevocable undertakings to accept the Offer, representing approximately 74.5 per cent. of the issued share capital of Prologic and accordingly there are no outstanding irrevocable undertakings. So far as ESWC is aware none of the acceptances referred to above have been received from persons acting in concert with ESWC.

Accordingly, the Board of ESWC is pleased to declare that the Offer has become unconditional as to acceptances. The Board of ESWC is also pleased to announce that the outstanding conditions relating to the Offer have either been satisfied or waived and that the Offer is declared unconditional in all respects. The Offer will remain open for acceptance for a further 14 days until 1.00 pm (London time) Tuesday 8 May, on which date the Offer will close.

Prologic Shareholders who have not yet accepted the Offer are urged to do so as follows:

-- If you hold Prologic Shares in uncertificated form (that is, in CREST), you should ensure that an Electronic Acceptance is made by you, or on your behalf, in accordance with the instructions set out in the Offer Document and so that the TTE Instruction settles by no later than 1.00 p.m. (London time) on 8 May 2012.

-- If you are a holder of Prologic Shares in certificated form (that is, not in CREST) you should sign, complete and return the Form of Acceptance (which accompanied the Offer Document) in accordance with the instructions set out therein and so as to be received by the Receiving Agent by no later than 1.00 p.m. (London time) on 8 May 2012.

Interests in Prologic Shares

Prior to making the Offer, neither ESWC, the ESWC Directors nor any persons acting in concert with ESWC owned or had any beneficial or non-beneficial interest in the share capital of Prologic.

Neither ESWC, the ESWC Directors nor any persons acting in concert with ESWC, is interested in or has any rights to subscribe for any Prologic Shares nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to Prologic Shares. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of Prologic Shares and any borrowing or lending of Prologic Shares which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to Prologic Shares.

Settlement of Consideration

Settlement of the consideration due to accepting Prologic Shareholders will be despatched (or, in the case of Prologic Shares held in uncertificated form, shall be credited through CREST): (i) in the case of Prologic Shareholders who validly accepted the Offer by 1.00 pm on 24 April 2012, on or before 8 May 2012; and (ii) in the case of Prologic Shareholders who validly accept the Offer after 1.00 pm on 24 April 2012, within 14 days of the receipt of such valid acceptance complete in all respects.

Compulsory Acquisition and Cancellation of Trading in Prologic Shares

As ESWC has received acceptances under the Offer in respect of 90 per cent. or more of the Offer Shares, ESWC intends to exercise its rights pursuant to sections 974 to 991 of the Companies Act 2006 to acquire compulsorily the remaining Prologic Shares to which the Offer relates in respect of which the Offer has not been accepted.

As ESWC is now interested in more than 75 per cent. of the issued share capital of Prologic, it is ESWC's intention to procure the making of an application by Prologic to the London Stock Exchange for the cancellation of trading in Prologic's Shares on AIM. It is anticipated that such cancellation of admission to trading will take effect no earlier than 20 Business Days after the date of this announcement. Any cancellation of the admission of Prologic Shares to trading on AIM would significantly reduce the liquidity and marketability of any Prologic Shares not assented to the Offer.

If you are in any doubt about this Offer or as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000. If you are outside the UK, you should immediately consult an appropriately authorised independent financial adviser.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document. The percentages of Prologic Shares referred to in this announcement are based upon a figure of 10,000,000 Prologic Shares in issue on 24 April 2012.

Enquiries

For further information, please contact:

   West Hill Corporate Finance       020 7464 8423 

Edward Williams

(financial advisor to ESWC)

This Announcement is not intended to and does not constitute, or form any part of, an offer to sell or any solicitation of an offer to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is made solely by the Offer Document and (in the case of certificated Prologic Shares) the Form of Acceptance, which together contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the Offer should be made only on the basis of the information contained or referred to in the Offer Document and (in the case of certificated Prologic Shares) the Form of Acceptance. The laws of relevant jurisdictions may affect the availability of the Offer to persons not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom or who are a nominee of or custodian or trustee for, any resident or national of any country other than the United Kingdom, should inform themselves about and observe any applicable legal or regulatory requirements of their jurisdiction. The Offer Document is available for public inspection (details of which are set out below).

West Hill Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Offeror and no one else in connection with the Offer and the matters referred to in this Announcement. West Hill Corporate Finance Limited will not be responsible to any person other than the Offeror for providing the protections afforded to customers of West Hill Corporate Finance Limited, nor for providing advice in relation to the Offer or any other matter referred to in this Announcement.

The Offer is not being made directly or indirectly in or into or from the United States, Canada, Australia, South Africa, Japan or any other Restricted Jurisdiction or by use of the mails of or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any of these jurisdictions and doing so may render invalid any purported acceptance of the Offer. Accordingly, copies of the Offer Document and any other document relating to the Offer are not being, and must not be, mailed or otherwise distributed or sent in or into the United States, Canada, Australia, South Africa, Japan or any other Restricted Jurisdiction. Any person (including, without limitation, custodians, nominees and trustees) who may have contractual or legal obligations, or may otherwise intend, to forward the Offer Document to any jurisdiction outside the United Kingdom should read the relevant provisions of the Offer Document before taking any action.

The availability of the Offer to Prologic Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable legal or regulatory requirements of those jurisdictions.

Disclosure requirements of the UK Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the Announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the Announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Publication on website

A copy of this Announcement will be available at www.prologic.com by no later than 12 noon (London time) on 26 April 2012. A copy of the Offer Document is available at www.prologic.com.

This information is provided by RNS

The company news service from the London Stock Exchange

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