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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Setstone | LSE:STN | London | Ordinary Share | GB0008528928 | 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% | 0.00 | - |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:3456L Stentor PLC 30 May 2000 The headline for the Stentor Plc announcement released today at 07:26 under RNS No 3393L should read "Offers by nevada tele.com". The full text shown below remains unchanged. PART 2 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA AND CANADA ENERGIS PLC, VIRIDIAN GROUP PLC, NEVADA TELE.COM LIMITED RECOMMENDED CASH OFFERS BY DRESDNER KLEINWORT BENSON ON BEHALF OF NEVADA TELE.COM LIMITED FOR STENTOR PLC Introduction The board of nevada tele.com and the Independent Board of Stentor announce that they have reached agreement on the terms of recommended cash offers, to be made by Dresdner Kleinwort Benson on behalf of nevada tele.com, to acquire the whole of the issued and to be issued ordinary and convertible preferred ordinary share capital of Stentor. Dresdner Kleinwort Benson is acting as financial adviser and broker to nevada tele.com in respect of the Offers. The Ordinary Offer will be 29.3 pence in cash for each Stentor Ordinary Share and the Preferred Offer will be 380.9 pence in cash for each Stentor Preferred Ordinary Share. The Ordinary Offer and the Preferred Offer value the Enlarged Issued Ordinary Share Capital and the convertible preferred ordinary share capital of Stentor at approximately #36.0 million, on the basis that Warrants and Options with exercise prices in excess of 29.3 pence per share will not be exercised. CRBF, which is Stentor's majority shareholder, has funded the development of the business since late 1998 but has made it known to the Stentor Board that it does not wish to provide additional investment capital to fund the business. As at the date of this announcement, Stentor has not been able to find alternative sources to fund the business on an ongoing basis. Consequently, Stentor's auditors have in Stentor's annual report and accounts for the year ended 31 March 2000 stated that "...there is significant uncertainty as to whether the group will be able to obtain the finance required for the development of the group's business and discussions are currently taking place that may lead to an offer being made for the company's share capital. As the outcome of these discussions is not yet known, there remains significant uncertainty as to the continuance of the group's operations." Furthermore, the Stentor Board is not aware of any other potential acquirers of Stentor at the present time who may be prepared to match or better the price being offered by nevada tele.com. Charles Jillings, a non-executive Stentor Director, is also an adviser to CRBF, the majority shareholder of Stentor. CRBF has entered into an irrevocable undertaking with nevada tele.com to accept the Offers, the details of which are set out below. In the light of this relationship with CRBF, whilst all of the Stentor Directors have taken responsibility for considering the Offers, it is the Independent Stentor Directors who will be making the appropriate recommendation to Stentor Shareholders. The Independent Stentor Directors believe that the Offers will secure the future of the business and that nevada tele.com can provide Stentor with the opportunity to develop a successful telecoms business in Ireland. The Independent Stentor Directors, who have been so advised by John East & Partners, consider the terms of the Offers to be fair and reasonable. In providing advice to the Independent Stentor Directors, John East & Partners has taken into account the Independent Stentor Directors' commercial assessments. Accordingly, the Independent Stentor Directors will unanimously recommend Stentor Shareholders to accept the Offers, as Gerard O'Keeffe and Malachy Harkin (being those of the Stentor Directors with interests in or rights over Stentor Shares) have irrevocably undertaken to do in respect of their entire holdings. The Ordinary Offer The Ordinary Offer, which will be subject to the terms and conditions set out in the Offer Document and the White Form of Acceptance, will be made on the following basis: for each Stentor Ordinary Share 29.3 pence in cash Any fraction of a penny comprised in the aggregate consideration due to a holder shall be rounded up to the nearest whole penny. The Ordinary Offer will extend to: (i) all ordinary shares in Stentor which are unconditionally allotted or issued on or before the date on which the Ordinary Offer is made; and (ii) any further ordinary shares in Stentor which are unconditionally allotted or issued after that date but before the time at which the Ordinary Offer closes for acceptance, or such earlier time as nevada tele.com may decide (not being earlier than the date on which the Ordinary Offer becomes unconditional as to acceptances or, if later, the first closing date), including any ordinary shares in Stentor which are unconditionally allotted or issued on the exercise of any existing Warrants, on the conversion of any Stentor Preferred Ordinary Shares or on the exercise of any Options. The Preferred Offer The Preferred Offer, which will be subject to the terms and conditions set out in the Offer Document and the Green Form of Acceptance, will be made on the following basis: for each Stentor Preferred Ordinary Share 380.9 pence in cash Any fraction of a penny comprised in the aggregate consideration due to a holder shall be rounded up to the nearest whole penny. This price reflects the fact that pursuant to Stentor's Articles each Stentor Preferred Ordinary Share is convertible into thirteen Stentor Ordinary Shares. The Preferred Offer will extend to all Stentor Preferred Ordinary Shares which are unconditionally allotted or issued on or before the date on which the Preferred Offer is made and any further Stentor Preferred Ordinary Shares which are unconditionally allotted or issued after that date but before the time at which the Preferred Offer closes for acceptance, or such earlier time as nevada tele.com may decide (not being earlier than the date on which the Ordinary Offer becomes unconditional as to acceptances or, if later, the first closing date). Under Stentor's Articles, any holder of Stentor Preferred Ordinary Shares may exercise the right to convert his/her shares into Stentor Ordinary Shares on certain dates which are linked to the posting of Stentor's interim and year end financial results to Stentor Shareholders. Stentor's annual report and accounts were posted to Stentor Shareholders on 27 May 2000. Therefore, any holder of Stentor Preferred Ordinary Shares may elect in accordance with the Articles to convert his/her holding into Stentor Ordinary Shares on 27 June 2000. A Stentor Shareholder who elects to convert his/her Stentor Preferred Ordinary Shares into Stentor Ordinary Shares will, should he/she decide to accept the Ordinary Offer, receive the same consideration that he/she would have received had he/she decided to accept the Preferred Offer and not to convert his/her shares. Further terms of the Offers The Stentor Shares will be acquired under the Offers fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights attaching to them, including the right to receive and retain all dividends and other distributions, if any, declared, made or paid after the date of this announcement. Other arrangements It was a term of each of the Shareholder Loans that if Stentor were subject to a successful offer which valued its ordinary share capital (in the case of CRBF) or its share capital (in the case of F&C) in excess of IR#6 million, it shall pay a fee to each of CRBF and F&C equal to 0.5 per cent. of the value of such offer in excess of IR#6 million. Consequently, if the Offers become unconditional, under the previous terms of the Shareholder Loans, Stentor would have been obliged to make a payment of approximately IR#200,000 to each of CRBF and F&C. The terms of the Shareholder Loan between Stentor and CRBF were amended on 24 May 2000 to waive the payment obligation referred to above, subject to an offer being made for Stentor by nevada tele.com at a value of not less than #36 million and such offer becoming or being declared unconditional in all respects. However, no such amendment has been agreed between Stentor and F&C and consequently, should the Offers become or be declared wholly unconditional, a payment obligation will arise whereby Stentor will be obliged to pay to F&C, in addition to the principal sum due, a fee of approximately IR#200,000. SCL, a wholly-owned subsidiary of Stentor, has a 20 per cent. equity shareholding in BuyandSell. BuyandSell carries on business as a free ISP focusing on the consumer market in the Republic of Ireland. The other shareholders in BuyandSell are CRBF and B&S Limited. Subject to the Offers becoming wholly unconditional, CRBF has released SCL from its obligation to gift up to approximately 12.5 per cent. of its shareholding in BuyandSell to CRBF in the event of the flotation or sale of BuyandSell. In addition, subject to the Offers becoming wholly unconditional, BuyandSell, CRBF and B&S Limited have agreed to reduce the ambit of SCL's restrictive covenants in favour of BuyandSell. However, the Stentor Group will continue to be restricted from carrying on or being engaged, interested or concerned in carrying on directly the provision of Internet access to consumers and whose principal market is the Republic of Ireland and from competing with BuyandSell in the Republic of Ireland. The supply or provision of any products or services to certain past and present customers or clients of BuyandSell and the solicitation or employment of certain past or present senior or key employees of BuyandSell by the Stentor Group will also be restricted. However, the Stentor Group will not be restricted from providing virtual ISP services. Under the articles of association of BuyandSell, SCL will, on the Offers becoming or being declared wholly unconditional, be deemed to have offered its BuyandSell shares to CRBF and B&S Limited at the fair value of such shares between a willing seller and a willing buyer as determined by the auditors of BuyandSell. nevada tele.com may be interested in SCL retaining a stake in BuyandSell if an offer is made for only part of its shareholding by CRBF and/or B&S Limited. Stentor Shareholder Loans Upon the Offers becoming wholly unconditional, the Shareholder Loans made to Stentor by CRBF and F&C, amounting on 26 May 2000 to IR#6,003,505 and IR#3,255,240 respectively, become payable together with any interest outstanding and the fee of approximately IR#200,000 payable to F&C as referred to above. Financing of the Offers The cash requirements of nevada tele.com in making the Offers will be funded through loans provided by the nevada tele.com Shareholders. The nevada tele.com Shareholders will fund these cash requirements out of their own existing cash reserves and credit facilities. Undertakings to accept the Offers Those of the Stentor Directors with interests in or rights over Stentor Shares are Gerard O'Keeffe, who holds 1,637 Stentor Ordinary Shares and 477,030 1998 Options and Malachy Harkin, who holds 1,071 Stentor Ordinary Shares and 413,510 1998 Options. In addition, Stentor's company secretary, Paul O'Brien, holds 36,731 Stentor Ordinary Shares, 202,611 1998 Options, 35,000 1996 Options, and 3,524 1997 Warrants. These individuals have given nevada tele.com irrevocable undertakings to accept the Ordinary Offer in respect of their entire holdings which represent 0.3 per cent. of the current issued ordinary share capital, 3.3 per cent. of the Enlarged Issued Ordinary Share Capital and 0.1 per cent. of the Post Conversion Issued Ordinary Share Capital (assuming that they do not exercise any of their Warrants and Options with exercise prices in excess of 29.3 pence per share). CRBF has also given nevada tele.com an irrevocable undertaking to accept the Ordinary Offer in respect of its entire beneficial holding of 1,697,500 Stentor Ordinary Shares representing approximately 12 per cent. of the current issued ordinary share capital of Stentor. It has also given an undertaking to accept the Ordinary Offer with respect to any new Stentor Ordinary Shares which may be issued as a consequence of the exercise of any of the 7,260,121 1998 Warrants held by it which, if converted into Stentor Ordinary Shares, would amount, together with its existing beneficial holding of Stentor Ordinary Shares, to 8,957,621 Stentor Ordinary Shares, representing approximately 37 per cent. of the Enlarged Issued Ordinary Share Capital. In addition, CRBF has undertaken to accept the Preferred Offer in respect of its entire holding of 7,320,365 Stentor Preferred Ordinary Shares, representing approximately 94 per cent. of the current issued preferred ordinary share capital of Stentor, if and when requested to do so by nevada tele.com. CRBF is obliged to convert such proportion of its Stentor Preferred Ordinary Shares as nevada tele.com shall direct into Stentor Ordinary Shares (the "CRBF Converted Shares") during the Offer Period and accept the Ordinary Offer with respect to these CRBF Converted Shares. F&C has also given nevada tele.com an irrevocable undertaking to accept the Ordinary Offer in respect of its entire beneficial holding of 1,636,100 Stentor Ordinary Shares representing approximately 12 per cent. of the current issued ordinary share capital of Stentor. F&C has also given an undertaking to accept the Ordinary Offer with respect to any new Stentor Ordinary Shares which may be issued as a consequence of the exercise of any of the 1,471,515 1998 Warrants held by it, which if converted into Stentor Ordinary Shares, would amount, together with F&C's existing beneficial holding of Stentor Ordinary Shares, to 3,107,615 Stentor Ordinary Shares, representing approximately 13 per cent. of the Enlarged Issued Ordinary Share Capital. In addition, F&C has undertaken to accept the Preferred Offer in respect of its entire holding of 370,673 Stentor Preferred Ordinary Shares, representing approximately 5 per cent. of the current issued convertible preferred ordinary share capital of Stentor, if and when requested to do so by nevada tele.com. F&C is obliged to convert such proportion of its Stentor Preferred Ordinary Shares as nevada tele.com shall direct into Stentor Ordinary Shares ("F&C Converted Shares") during the Offer Period and accept the Ordinary Offer with respect to these F&C Converted Shares. All of the above parties have further undertaken to accept any proposals made by nevada tele.com with respect to any remaining Warrants and Options held by them at the time such proposals are made. If none of the Stentor Preferred Ordinary Shares beneficially owned by CRBF or F&C were converted into Stentor Ordinary Shares during the Offer Period, as regards the Ordinary Offer, the Stentor Ordinary Shares, Warrants and Options (with the exception of Warrants and Options with exercise prices in excess of 29.3 pence per share) to which the total undertakings relate amount, in aggregate, to 12,854,856 Stentor Ordinary Shares representing approximately 54 per cent. of the Enlarged Issued Ordinary Share Capital. As regards the Preferred Offer, the Stentor Preferred Ordinary Shares to which the total undertakings relate amount in aggregate to a total of 7,691,038 Stentor Preferred Ordinary Shares representing approximately 98 per cent. of the current issued convertible preferred ordinary share capital. However, should CRBF and (to the extent necessary) F&C be required by nevada tele.com to convert up to 3,748,885 Stentor Preferred Ordinary Shares into 48,735,505 Stentor Ordinary Shares, pursuant to their right to do so under Stentor's Articles, and assuming that no other Stentor Shareholder elects to convert his/her Stentor Preferred Ordinary Shares, then the Stentor Ordinary Shares and the Stentor Preferred Ordinary Shares to which the total undertakings relate would amount to 52,108,544 Stentor Ordinary Shares and 3,942,153 Stentor Preferred Ordinary Shares representing in excess of 80 per cent. of the Post Conversion Issued Ordinary Share Capital and approximately 97 per cent. of the issued convertible preferred ordinary share capital following such conversion. This assumes that none of the parties from whom irrevocable undertakings have been obtained has exercised any Warrants or Options held by it. These percentage shareholdings are expected to enable nevada tele.com to apply the provisions of Section 204 of the Act to acquire compulsorily any outstanding Stentor Shares not acquired or agreed to be acquired pursuant to the Offers or otherwise. These undertakings may not be withdrawn in the event of a higher competing offer being made for Stentor. Background to and reasons for the Offers The acquisition of Stentor is expected to accelerate significantly nevada tele.com's plan to obtain market share in the business market in the Republic of Ireland. The key reasons for acquiring Stentor are as follows: Increase in nevada tele.com's addressable market The Irish telecommunications sector is expanding rapidly. nevada tele.com believes that the acquisition of Stentor would allow nevada tele.com to increase substantially its addressable market and bring forward the time-to-market for nevada tele.com to become an all-Ireland telecoms operator. Increase in network coverage Stentor's network in the Republic of Ireland connects Dublin, Cork and Shannon, and has points of presence in New York and London. These locations are connected by a network with asynchronous transfer mode ("ATM"), voice and Internet Protocol ("IP") capabilities. These capabilities are provided by a 300 E1 port Alcatel central office switch in Dublin, Lucent Definity access switches in London, New York, Shannon and Cork, and 18 Nortel ATM data switches deployed across all these locations. In addition, Stentor has Cisco 7200 routers installed in Dublin, London and New York. Stentor's network will provide nevada tele.com with immediate coverage of the three major cities in Ireland - Belfast, Dublin and Cork - as well as other business areas. Expansion of customer base Stentor has an established blue-chip customer base in the Republic of Ireland in the fast growing international call centre market. Management and employees Stentor currently has 37 employees. nevada tele.com believes that its future growth and development will benefit from the addition of Stentor's employees to nevada tele.com's existing work force. Enhanced revenues nevada tele.com believes it will be able to leverage Stentor's network with nevada tele.com's portfolio of data and Internet services. Information on nevada tele.com nevada tele.com is a joint venture between wholly-owned subsidiaries of Energis and Viridian and was incorporated in Northern Ireland in March 1999. It commenced trading in August 1999 and entered into agreements, both with respect to certain assets held by NIE Telecommunications Limited (a subsidiary of Viridian) and with respect to the acquisition of Creative Online Media Limited, a Northern Ireland Internet solutions company. The building of nevada tele.com's Belfast metropolitan network commenced in September 1999 and was completed in February 2000. The first telecoms service was launched in October 1999 with the unique one rate tariff for any call made within Northern Ireland. In February 2000, nevada tele.com completed its move to a new corporate headquarters which contains the integrated voice, data and Internet operations, network monitoring, data centre and customer care facilities. Information on Energis Energis, founded in 1993, is a FTSE 100 business telecommunications and Internet company. Its UK network is built primarily along The National Grid Group plc's electricity pylon infrastructure. The company has over 6,800 kilometres of fibre optic cable in the UK and offers a full portfolio of voice, data, IP and Internet services. In Continental Europe, Energis has acquired Unisource Carrier Services (now known as Energis Carrier Services B.V. or ECS), a pan-European carriers' carrier; Business Online, a German ISP; Enertel N.V., a Dutch alternative telecoms operator; and carrier24, a German fibre optic telecoms network. For the year ended 31 March 1999, Energis had turnover of #285.6 million, EBITDA of #49.7 million and a net loss before taxation of #31.1 million. As at 30 September 1999, Energis had unaudited net assets of #336.5 million and unaudited net debt of #359.7 million. The unaudited preliminary announcement of the financial results of Energis on 16 May 2000 for the 12 months ended 31 March 2000 showed total turnover of #494.0 million, EBITDA of #92.3 million and a net loss before taxation of #41.4 million. Information on Viridian Viridian is Northern Ireland's largest company by turnover and is listed on both the London and Irish Stock Exchanges. The largest company in the Viridian group is Northern Ireland Electricity (NIE), which supplies more than 680,000 homes and businesses in Northern Ireland. Since 1998, the Viridian group has developed a range of companies including Sx3, which provides technology based business outsourcing solutions; financial services company, Open+Direct; and telecommunications and Internet company, nevada tele.com, its joint venture with Energis. Other members of the Viridian group include Energia, which supplies electricity to the competitive marketplace; industrial contractor Powerteam; and Viridian Power Resources, which has interests in power generation. For the year ended 31 March 2000, Viridian had turnover of #566.3 million and a net profit before taxation of #89.5 million. As at 31 March 2000, Viridian's net assets were #329.3 million and its net debt position was #151.2 million. Information on Stentor Stentor, headquartered in Dublin and quoted on AIM in London, is an international telecoms company specialising in voice, data, Internet and e-commerce services. Stentor targets mainly business customers and the fast growing international call centre market in the Republic of Ireland. Stentor's network in the Republic of Ireland connects Dublin, Cork and Shannon and has points of presence in London and New York. For the year to 31 March 2000, Stentor had turnover of IR#7.5 million and negative EBITDA of IR#3.9 million. Management and employees nevada tele.com has given assurances to the Stentor Board that the existing employment rights, including pension rights, of the employees of Stentor will be fully safeguarded. Stentor Share Option Scheme The Ordinary Offer extends to Stentor Ordinary Shares which are unconditionally allotted or issued upon the exercise of Options granted under the Stentor Share Option Scheme or under the 1996 Option Agreements whilst the Ordinary Offer remains open for acceptance or until such earlier time as nevada tele.com may decide. Appropriate proposals will be made in due course to Optionholders, subject to the Offers becoming or being declared unconditional in all respects. Stentor Warrants The Ordinary Offer extends to Stentor Ordinary Shares which are unconditionally allotted or issued upon the exercise of subscription rights granted to Warrantholders under the warrant instruments whilst the Ordinary Offer remains open for acceptance or until such earlier time as nevada tele.com may decide. Appropriate proposals will be made in due course to those Warrantholders entitled to subscribe for Stentor Ordinary Shares, subject to the Offers becoming or being declared unconditional in all respects. Overseas Shareholders The availability of the Offers to persons outside the Republic of Ireland and the United Kingdom may be affected by the laws of other jurisdictions. Such persons should inform themselves about and observe any applicable requirements of those jurisdictions. Unless nevada tele.com otherwise determines, the Offers will not be made, directly or indirectly, in or into the United States or Canada or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facility of a national securities exchange of, either of those jurisdictions and the Offers should not be accepted by any such use, means, instrumentality or facility or from within the United States or Canada. This includes, but is not limited to, the post, facsimile transmissions, telex and telephone. Accordingly, copies of this announcement, the Offer Document, the Forms of Acceptance and any related documents will not be sent and must not be mailed or otherwise distributed or sent in or into the United States or Canada including to Stentor Shareholders, Optionholders or Warrantholders with registered addresses in the United States or Canada or to or by nominees, trustees or custodians holding Stentor Shares, Options or Warrants for such persons with registered addresses in the United States or Canada. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should not distribute or send them in, into or from the United States or Canada or use the United States or Canadian mails or any such means, instrumentality or facility for any purpose, directly or indirectly, in connection with the Offers, and so doing may invalidate any related purported acceptance of the Offers. Notwithstanding the foregoing restrictions, nevada tele.com retains the right to permit the Offers to be accepted if, in its sole discretion, it is satisfied that the transaction in question is exempt from or not subject to the legislation or regulation giving rise to the restrictions in question. General In this announcement, references to "pounds Sterling", "#", "pence", "penny" or "p" are to the lawful currency of the United Kingdom and references to "IR#" or "IRp" are to the lawful currency of the Republic of Ireland. Save as set out in this announcement, neither nevada tele.com, Energis or Viridian nor any of their directors nor, so far as they are aware, any person deemed to be acting in concert with their directors, owns or controls any Stentor Shares or holds any Options or Warrants to acquire any Stentor Shares, or has entered into any derivative referenced to securities of Stentor which remains outstanding or has obtained any irrevocable undertaking to accept the Offers. As soon as the board of nevada tele.com considers it appropriate to do so, and subject to the Offers becoming unconditional in all respects, nevada tele.com intends to apply for cancellation of Stentor's listing of the Stentor Ordinary Shares and the 1997 Warrants on AIM and, subject to satisfaction of the relevant conditions, to re-register Stentor as a private company under the relevant provisions of the Companies (Amendment) Act, 1983. Cancellation of Stentor's listing would significantly reduce the liquidity and marketability of any Stentor Ordinary Shares not tendered to under the Ordinary Offer. If the Offers become, or are declared, unconditional in all respects and sufficient acceptances are received, nevada tele.com intends to apply the provisions of section 204 of the Act to acquire compulsorily any outstanding Stentor Shares not acquired or agreed to be acquired pursuant to the Offers or otherwise. The conditions and certain further terms of the Offers are set out in Appendix I to this announcement. Appendix II to this announcement sets out the bases and sources of certain information used within this announcement and Appendix III to this announcement contains definitions of certain terms used within this announcement. The Offer Document, setting out details of the Offers, and the Form(s) of Acceptance, will be posted to Stentor Shareholders as soon as practicable and, in any event, not later than 28 days after the date of this announcement. This announcement does not constitute an offer or an invitation to purchase any securities. Enquiries: nevada tele.com Limited +44 28 9072 0500 Nigel Wilson Chairman Irene Cackett Managing Director David Beck Finance Director Energis plc Tracey Lambert Investor Relations +44 20 7206 5556 Viridian Group PLC Peter Gavan Group Communications +44 28 9068 9178 Dresdner Kleinwort Benson +44 20 7623 8000 Nicholas Lee Hugo Montgomery Citigate Dewe Rogerson +44 20 7638 9571 Tony Carlisle Alexandra Scrimgeour Stentor plc Gerard O'Keeffe Chief Executive +353 1 248 7300 John East & Partners Limited +44 20 7628 2200 Jeffrey M Coburn Dresdner Kleinwort Benson, which is regulated in the conduct of investment business in the United Kingdom by The Securities and Futures Authority Limited, is acting exclusively for nevada tele.com and no one else in connection with the Offers and will not be responsible to anyone other than nevada tele.com for providing the protections afforded to customers of Dresdner Kleinwort Benson or for providing advice in relation to the Offers. The contents of this announcement, which have been prepared by and are the sole responsibility of nevada tele.com, Energis, Viridian and Stentor on the terms set out below, have been approved by Dresdner Kleinwort Benson, which is regulated in the conduct of investment business in the United Kingdom by The Securities and Futures Authority Limited, for the purposes of Section 57 of the Financial Services Act 1986. John East & Partners, which is regulated in the conduct of investment business in the United Kingdom by The Securities and Futures Authority Limited, is acting exclusively for Stentor and no one else in connection with the Offers and will not be responsible to anyone other than Stentor for providing the protections afforded to customers of John East & Partners or for providing advice in relation to the Offers. The availability of the Offers to persons not resident in the Republic of Ireland or in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the Republic of Ireland or in the United Kingdom should inform themselves about and observe any applicable requirements. Unless nevada tele.com otherwise determines, the Offers will not be made, directly or indirectly, in or into the United States or Canada or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facility of a national securities exchange of, either of those jurisdictions and the Offers should not be accepted by any such use, means, instrumentality or facility or from within the United States or Canada. This includes, but is not limited to, the post, facsimile transmissions, telex and telephone. Accordingly, copies of this announcement, the Offer Document, the Forms of Acceptance and any related documents will not be sent and must not be mailed or otherwise distributed or sent in or into the United States or Canada including to Stentor Shareholders, Optionholders or Warrantholders with registered addresses in the United States or Canada or to or by nominees, trustees or custodians holding Stentor Shares, Options or Warrants for such persons with registered addresses in the United States or Canada. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should not distribute or send them in, into or from the United States or Canada or use the United States or Canadian mails or any such means, instrumentality or facility for any purpose, directly or indirectly, in connection with the Offers, and so doing may invalidate any related purported acceptance of the Offers. Notwithstanding the foregoing restrictions, nevada tele.com retains the right to permit the Offers to be accepted if, in its sole discretion, it is satisfied that the transaction in question is exempt from or not subject to the legislation or regulation giving rise to the restrictions in question. The nevada tele.com Directors, the Energis Directors and the Viridian Directors accept responsibility for the information contained in this announcement, other than the information contained in this announcement relating to the Stentor Group or the Stentor Directors and their immediate families and persons connected with them (within the meaning of section 26 of the Companies Act 1990). To the best of the knowledge and belief of the nevada tele.com Directors, the Energis Directors and the Viridian Directors (who have taken all reasonable care to ensure that such is the case), the information for which they are responsible contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. The Stentor Directors accept responsibility for the information contained in this announcement relating to the Stentor Group or the Stentor Directors and their immediate families and persons connected with them (within the meaning of section 26 of the Companies Act 1990). To the best of the knowledge and belief of the Stentor Directors (who have taken all reasonable care to ensure that such is the case) the information for which they are responsible contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. MORE TO FOLLOW OFFAMMRTMMJJMJM
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