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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Verdant | LSE:VET | London | Ordinary Share | GB00B1HMZD32 | ORD 0.5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 8.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:8438Q Register.com (UK) Limited 1 February 2002 1 February 2002 This announcement is not for release, publication or distribution in or into the United States, Canada, Australia or Japan. RECOMMENDED CASH OFFER FOR VIRTUAL INTERNET PLC BY ALTIUM CAPITAL LIMITED ON BEHALF OF REGISTER.COM (UK) LIMITED, A WHOLLY-OWNED SUBSIDIARY OF REGISTER.COM (UK) HOLDINGS LIMITED, ITSELF A WHOLLY-OWNED SUBSIDIARY OF REGISTER.COM, INC. SUMMARY • The board of Register.com (UK) today reached agreement on the terms of a recommended cash offer, to be made by Altium Capital Limited on behalf of Register.com (UK) to acquire the entire issued and to be issued share capital of Virtual Internet. • The Offer values the entire issued and to be issued share capital of Virtual Internet at approximately £11.99 million. • The Offer represents a premium of approximately 35.7 per cent. over the Closing Price of 34.5 pence per Virtual Internet Share on 31 January 2002, being the last business day prior to the announcement of the Offer. The Offer represents a premium of approximately 99.1 per cent. over the Closing Price of 23.5 pence per Virtual Internet Share on 6 December 2001, being the last business day prior to the publication of the initial statement by the Company that it had received an approach which might or might not lead to an offer being made for the Company. The Offer represents a premium of approximately 122.9 per cent. over the Closing Price of 21.0 pence per Virtual Internet Share on 28 January 2002, being the last business day prior to the publication of the statement by the Company that it had recommenced discussions with the same potential offeror. • The Offer includes a Loan Note Alternative in respect of some or all of the cash consideration due. • The Board, which has been so advised by Hoare Govett, considers the terms of the Offer to be fair and reasonable. In providing its advice to the Board, Hoare Govett has taken into account the commercial assessments of the Directors. Accordingly, the Directors unanimously recommend all Virtual Internet Shareholders to accept the Offer, as they have irrevocably undertaken to do in respect of 13,359,428 Virtual Internet Shares in aggregate, representing approximately 53.2 per cent. of Virtual Internet's existing issued share capital. • Virtual Internet also announced today its preliminary results for the year ended 31 October 2001. In the year then ended, Virtual Internet's turnover and gross profit amounted to £9.3 million (2000: £6.3 million) and £6.5 million (2000: £4.4 million) respectively. The loss before taxation, goodwill amortisation, exceptional items and the employee share incentive charges amounted to £7.2 million (2000: £4.3 million). As reported in the results for the nine months ended 31 July 2001, the Board decided to write off the goodwill of £10.1 million as part of its regular review of goodwill impairment. In addition, the Virtual Internet Group incurred costs of £370,000 in restructuring its web hosting division. The effect of these exceptional items was to increase the reported loss before taxation to £19.7 million (2000: £8.0 million). Cash balances at 31 October 2001 were approximately £8.6 million (2000: £19.5 million). Cash balances at 31 December 2001 were approximately £7.4 million. • The Offer Document will be despatched today. The above summary must be read in conjunction with the full text of the following announcement. Commenting on the announcement, William Slee, Chairman of Virtual Internet, said: "The announcement today of the recommended Offer for Virtual Internet represents a significant development for the Company. Having achieved much in the last few years, particularly with regard to our Net Searchers business, the Board considers that the Company will be better able to execute its strategy as part of the Register.com Group, which has greater resources and presence in complementary international markets. The Board unanimously recommends the Offer to all shareholders and looks forward to working closely with Register.com into the future." Richard Forman, Chairman, President and CEO of Register.com said: "This Offer, if consummated, would foster Register.com's growth in the UK and Europe, particularly in the corporate domain name services market. The combined expertise and knowledge of Register.com and Virtual Internet will allow us to develop new products and services for our customers, targeted to their needs." Press enquiries: For further information, please contact: Altium Capital Limited Richard Hughes/Joe Smith 0161 831 9133 Virtual Internet plc Tom Turcan 020 7460 4060 Hoare Govett Limited Justin Jones 020 7678 8000 Andrew Osborne Altium Capital Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Register.com, Register.com Holdings and Register.com (UK) as financial adviser (within the meaning of the Rules of the Financial Services Authority) and no one else in connection with the Offer and is not advising any other person or treating any other person as its customer in relation thereto and will not be responsible to anyone other than Register.com, Register.com Holdings and Register.com (UK) for providing the protections afforded to clients of Altium Capital Limited or for providing advice in relation to the Offer or any other matters described herein. Hoare Govett Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Virtual Internet and no one else in connection with the Offer and the other matters described herein and will not be responsible to anyone other than Virtual Internet, for providing the protections afforded to clients of Hoare Govett Limited or for providing advice in relation to the Offer or any other matters described herein. Neither the Offer nor the Warrant Offer is not being made, directly or indirectly, into or from, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or any facility of a national securities exchange of the United States, Canada, Australia or Japan and neither the Offer nor the Warrant Offer will be capable of acceptance by any such means, instrumentality or facility from within the United States, Canada, Australia or Japan. Accordingly, copies of this announcement are not being, and must not be, mailed, forwarded, sent, transmitted or otherwise distributed in, into or from the United States, Canada, Australia or Japan and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not, forward, mail, transmit or send or otherwise distribute them in, into or from the United States, Canada, Australia or Japan or doing so may invalidate any purported acceptance of the Offer or the Warrant Offer in any such jurisdiction. 1 February 2002 This announcement is not for release, publication or distribution in or into the United States, Canada, Australia or Japan. RECOMMENDED CASH OFFER FOR VIRTUAL INTERNET PLC BY ALTIUM CAPITAL LIMITED ON BEHALF OF REGISTER.COM (UK) LIMITED, A WHOLLY-OWNED SUBSIDIARY OF REGISTER.COM (UK) HOLDINGS LIMITED, ITSELF A WHOLLY-OWNED SUBSIDIARY OF REGISTER.COM, INC. 1. INTRODUCTION On 7 December 2001, the Company announced that it had received an approach which might or might not lead to an offer being made for the Company. However, following a period of negotiation, it was announced on 25 January 2002 that those discussions had terminated. The termination of discussions was due to issues arising from the due diligence process. Subsequently, on 29 January 2002, the Company announced that it had recommenced discussions with the same potential offeror. Following further negotiations with the board of Register.com (UK), and the resolution of the previous due diligence issues, the boards of Register.com (UK) and Virtual Internet announced today that they had reached agreement on the terms of a recommended cash offer, to be made by Altium Capital on behalf of Register.com (UK), to acquire the entire issued and to be issued share capital of Virtual Internet. The formal offer is being made by Altium Capital on behalf of Register.com (UK), a wholly-owned subsidiary of Register.com Holdings, which is itself a wholly- owned subsidiary of Register.com. Register.com Holdings and Register.com (UK) are newly incorporated companies formed for the purpose of Register.com (UK) making the Offer and the Warrant Offer. Further information on the Register.com Group is set out in Appendices V and VI of the Offer Document. 2. THE OFFER On behalf of Register.com (UK), Altium Capital will offer to acquire, on the terms and subject to the conditions set out or referred to in the Offer Document and in the White Form of Acceptance, the entire issued and to be issued ordinary share capital of Virtual Internet on the following basis:- for each Virtual Internet Share 46.8 pence in cash The Virtual Internet Shares to be acquired pursuant to the Offer are to be acquired fully paid and free from all liens, equitable interests, charges, rights of pre-emption and encumbrances and other third party rights or interests and, together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other distributions (if any) declared, made or paid hereafter. As stated in the letter in the Offer Document from the Chairman of Virtual Internet, the Company does not intend to pay a final dividend in respect of the year ended 31 October 2001. The Offer extends to any Virtual Internet Shares which are unconditionally allotted or issued prior to the date on which the Offer closes (or such earlier date as Register.com (UK) may, subject to the City Code, determine, such earlier date not (without the consent of the Panel) being earlier than the date on which the Offer becomes unconditional as to acceptances or, if later, the first closing date of the Offer) whether as a result of the exercise of any Virtual Internet Options, Virtual Internet Warrants or otherwise. The Offer is being made by Register.com (UK), a wholly-owned subsidiary of Register.com Holdings, which is itself a wholly-owned subsidiary of Register.com. The consideration payable under the Offer will be funded using the Register.com Group's existing cash resources. 3. REASONS FOR THE OFFER The board of Register.com (UK) believes that full acceptance of the Offer will: • foster Register.com's growth in the U.K. and Europe, particularly in the corporate domain name services market; • enable customers to benefit from an increased range of products: the businesses will share expertise and knowledge of customer needs and use this to develop new products and services in response to those needs; • by the combination of the current businesses, which operate in complementary areas, result in an expanded customer base and breadth of products and services under a more widely recognisable brand; • facilitate stronger relationships with domain name registries as a result of the combination of complementary locations which in turn should benefit customers; • create a stronger player in the worldwide market for corporate domain name registration and online protection services; • create savings in administration costs; • provide Virtual Internet customers with added benefits of a larger, financially secure provider; and • enable Virtual Internet Shareholders to realise the cash value of their investment in Virtual Internet, without incurring dealing charges, at a share price which is at a premium of approximately 99.1 per cent. to the Closing Price of 23.5 pence on 6 December 2001. Upon completion of the Offer, Register.com (UK) intends to review the strategy of each of Virtual Internet's businesses and of the Virtual Internet Group as a whole. 4. IRREVOCABLE UNDERTAKINGS TO ACCEPT THE OFFER Register.com (UK) has received irrevocable undertakings to accept the Offer from: • Jason Drummond, a non-executive director of Virtual Internet, in respect of 12,766,156 Virtual Internet Shares, representing approximately 50.8 per cent.of the existing issued share capital of Virtual Internet; and • certain of the other Directors who hold 33,272 Virtual Internet Shares in aggregate, representing approximately 0.1 per cent. of the existing issued share capital of Virtual Internet. In addition, two directors of Virtual Internet, Tom Turcan and Jonathan Wales, hold options over, in aggregate, 560,000 issued Virtual Internet Shares, representing approximately 2.2 per cent. of the existing issued share capital of Virtual Internet, which are currently beneficially owned by Jason Drummond. Tom Turcan and Jonathan Wales have each irrevocably undertaken to Register.com (UK) that, upon the Offer becoming, or being declared, unconditional in all respects, they will exercise their respective options and accept the Offer in respect of these Virtual Internet Shares. The irrevocable undertakings given by the Directors will continue to be binding in the event of a higher competing offer being made for Virtual Internet. Accordingly, Register.com (UK) has irrevocable undertakings to accept the Offer in respect of 13,359,428 Virtual Internet Shares in aggregate, representing approximately 53.2 per cent. of the existing issued share capital of Virtual Internet. Further details of the irrevocable undertakings will be summarised in paragraph 3 of Appendix VII to the Offer Document. 5. THE LOAN NOTE ALTERNATIVE As an alternative to receiving some or all of the cash consideration of 46.8 pence per Virtual Internet Share which would otherwise be receivable under the Offer, Virtual Internet Shareholders (other than certain Overseas Shareholders) who validly accept the Offer will be entitled to elect to receive Loan Notes to be issued by Register.com (UK) on the following basis: for every £1 of cash consideration £1 of nominal value of Loan Notes (rounded down to the nearest £1) The Loan Notes will be guaranteed as to principal only by Barclays Bank PLC. There will be no guarantee as to the interest payable. The Loan Notes will bear interest at a floating rate reset every six months at a rate equal to LIBOR less one per cent. Such interest will be payable half yearly in arrears on 31 March and 30 September in each year, except that the first payment of interest on the Loan Notes will be made on 30 September 2002 in respect of the period from the date of issue of the Loan Notes to 30 September 2002. The Loan Notes are redeemable at the request of the Noteholders on the date which is six months and one day following the date of their issue and on subsequent interest payment dates. All outstanding Loan Notes will be repaid at par (with accrued interest) on 30 June 2003, unless redeemed earlier under the terms of the Loan Note Instrument. The Loan Notes are not to be registered in the United States, Canada, Australia, Japan or any other jurisdiction in which an offer of the Loan Notes would constitute a violation of relevant laws or require registration thereof. The Loan Note Alternative is conditional on the Offer becoming, or being declared, unconditional in all respects and will remain open for so long as the Offer remains opens for acceptance. Altium Capital has advised Register.com (UK) that, based on current market conditions, its estimate of the value of the Loan Notes, if they had been in issue on 31 January 2002 (being the latest practicable date prior to posting of this document), would have been approximately 98.0 pence per £1 of nominal value. A summary of the principal terms of the Loan Notes will be contained in Appendix II to the Offer Document. 6. VIRTUAL INTERNET WARRANTS Altium Capital, on behalf of Register.com (UK) will offer to acquire, on the terms and subject to the condition and further terms set out in Appendix I to the Offer Document and the accompanying Blue Form of Acceptance, all of the outstanding Virtual Internet Warrants on the basis of 1 pence in cash to each Virtual Internet Warrantholder in respect of their entire holding of Virtual Internet Warrants. The Warrant Offer is conditional upon the Offer becoming, or being declared, unconditional in all respects. The Virtual Internet Warrants are exercisable at an exercise price greater than the Offer price. 7. FINANCIAL EFFECTS OF ACCEPTANCE For illustrative purposes only, and assuming the Offer becomes or is declared unconditional in all respects, the following table shows the financial effects of acceptance of the Offer on capital value and income for a holder of ten Virtual Internet Shares. Notes Offer Loan Note (pence) Alternative (pence) Capital value: Cash consideration for ten Virtual Internet 468.0 - Shares Value of £4.68 nominal of Loan Notes (i) - 458.6 Market value (ii) 235.0 235.0 Increase in capital value 233.0 223.6 Representing an increase of 99.1% 95.2% Income: Gross income from re-investment of cash (iii) 22.9 - consideration Gross income from £4.58 value of Loan Notes (iii) - 22.4 Gross dividend income on ten Virtual Internet (iv) Nil Nil Shares Increase in income 22.9 22.4 Notes: (i) The value of the Loan Notes is based on Altium Capital's estimated value of 98.0 pence per £1 of nominal value of a Loan Note, had such Loan Notes been in issue at 31 January 2002 (being the latest practicable date prior to the issue of this announcement). (ii) The market value of Virtual Internet Shares is based on the Closing Price of 23.5 pence on 6 December 2001, being the last dealing day prior to the initial statement by the Company that it had received an approach which might or might not lead to an offer being made for the Company. (iii) The cash consideration is assumed to be re-invested so as to yield interest at a rate of 4.89 per cent. per annum, being the gross redemption yield for the FTSE Actuaries 5-year Gilts Index as published in the Financial Times on 31 January 2002 (the latest practicable date prior to the issue of this announcement.) (iv) No dividend in respect of Virtual Internet Shares has been or is proposed to be made or paid in relation to the year ended 31 October 2001. (v) No account has been taken of any liability due to taxation. 8. INFORMATION ON VIRTUAL INTERNET The principal activities of Virtual Internet are online intellectual property protection and web hosting services. Net Searchers is a provider of internet naming and copyright monitoring services to corporations and intellectual property professionals. Net Searchers' services include worldwide domain name registrations, domain name renewals, copyright searching and infringer tracking. The Virtual Internet web hosting business services customers throughout Europe from its centralised multilingual operations centre in London, with a localised web presence in France and Italy. In the year ended 31 October 2001, Virtual Internet's turnover and gross profit amounted to £9.3 million (2000: £6.3 million) and £6.5 million (2000: £4.4 million) respectively. The loss before taxation, goodwill amortisation, exceptional items and the employee share incentive charges amounted to £7.2 million (2000: £4.3 million). As reported in the results for the nine months ended 31 July 2001, the Board decided to write off the goodwill of £10.1 million as part of its regular review of goodwill impairment. In addition, the Virtual Internet Group incurred costs of £370,000 in restructuring its web hosting division. The effect of these exceptional items was to increase the reported loss before taxation to £19.7 million (2000: £8.0 million). Cash balances at 31 October 2001 were approximately £8.6 million (2000: £19.5 million). Cash balances at 31 December 2001 were approximately £7.4 million. Further financial information on Virtual Internet will be set out in Appendices III and IV to the Offer Document. 9. INFORMATION ON THE REGISTER.COM GROUP Register.com (UK) is a wholly-owned subsidiary of Register.com Holdings which is itself a wholly-owned subsidiary of Register.com. Both Register.com Holdings and Register.com (UK) are newly incorporated companies formed for the purposes of Register.com (UK) making the Offer and the Warrant Offer. Register.com is a provider of global domain registration and internet services for businesses and consumers that wish to have a unique address and branded identity on the internet. Register.com began processing generic top level domain registrations in June 1999 and, as such was the first registrar accredited by the Internet Corporation for Assigned Names and Numbers ("ICANN") to compete in the domain registration market after the US government facilitated the introduction of competition to the industry. Currently, Register.com registers domain names across the generic top level domains (''gTLDs''): .com, .net, .org, .biz and .info and .name and also registers names in over two hundred and forty country code domains (''ccTLDs'') such as .co.uk, .de and .jp The aim of Register.com is to offer a quick and user friendly registration process as well as responsive and reliable customer support. Customers are offered a suite of value-added products and services targeted to assist development and maintenance of online identities including domain name forwarding, real time domain name management and FirstStepSiteTM which is a template driven three page starter website. Other products and services include a more robust template driven website creation tool under the name websiteNOW!TM and services for the domain name reseller market such as auctions, appraisals and escrow services offered through Afternic.com. Inc., a subsidiary of Register.com. Register.com retail customers are typically small to medium size businesses as well as SOHOs ("Small Office/Home Office") and individuals. Generally, these customers purchase domain name registration services directly from the Register.com website. The corporate services division of Register.com provides domain name services for large multinational companies and other enterprises with specialised domain name registration needs, including management services, brand and trademark protection and enhanced security. In order to extend distribution, Register.com maintains a global partner network of internet service providers, web-hosting companies, telecom carriers, web portals and other web-based businesses. Using Register.com's flexible software solutions, these companies resell Register.com's domain registration and related products and services to their customers. Recently, Register.com launched Registry Advantage, a domain registry solution, the intention being to enable registries to take advantage of Register.com's systems on an outsourced basis, thereby offering their clients the full domain registry solution. Through RegistryPro, a joint venture with Virtual Internet, a registry for the new gTLD .pro is in the course of development and is finalising contract negotiations with ICANN on which its launch is dependent. The .pro gTLD will be dedicated to certified professionals such as lawyers, doctors and accountants. Further information on the Register.com Group and a description of the financing arrangements for the Offer will be set out in Appendices V and VI to the Offer Document. 10. DIRECTORS AND EMPLOYEES Register.com and Register.com (UK) has given assurances to the Directors that, following the Offer becoming, or being declared, unconditional in all respects, the existing employment rights, including pension rights, of the employees of the Virtual Internet Group will be fully safeguarded. William Slee, Ajay Chowdhury and Jason Drummond have agreed to resign from the Board upon the Offer becoming, or being declared, unconditional in all respects. Jason Drummond will enter into a new employment agreement with the Company as a part time employee upon the Offer becoming, or being declared, unconditional in all respects. Further details of this agreement will be out in paragraph 9 of Appendix VII to the Offer Document. 11. VIRTUAL INTERNET SHARE OPTION SCHEMES The Offer extends to any Virtual Internet Shares which are unconditionally allotted or issued prior to the date on which the Offer closes (or such earlier date as Register.com (UK) may, subject to the City Code, determine, such earlier date not (without the consent of the Panel) being earlier than the date on which the Offer becomes unconditional as to acceptances or, if later, the first closing date of the Offer) whether as a result of the exercise of any Virtual Internet Options or otherwise. With the exception of the options granted under the Virtual Internet LTIP and pursuant to individual option agreements made with Messrs Slee and Mostert (a former director of Virtual Internet), all options granted by the Company and which are outstanding, have an exercise price greater than the Offer Price. Following the Offer becoming, or being declared, unconditional in all respects appropriate proposals will be made by Register.com (UK) to the holders of options granted under the Virtual Internet LTIP and pursuant to the individual option agreements with Messrs Slee and Mostert, in respect of options which remain unexercised by the time the Offer becomes, or is declared, unconditional in all respects. 12. INDUCEMENT FEE On 14 January 2002, Virtual Internet entered into an agreement with Register.com under which it agreed to pay an inducement fee to Register.com, capped at the lower of one per cent. of the value of the Offer or £130,000 (inclusive of any applicable VAT), in certain circumstances. The inducement fee will be payable if, on or before the date the Offer lapses or is withdrawn, a third party acquires control of Virtual Internet, or the Board withdraws its recommendation of the Offer or Virtual Internet breaches, in a material respect, any provision of the exclusivity agreement dated 18 December 2001 (as amended on 29 January 2002) made between Register.com and Virtual Internet. The Board is satisfied that without these undertakings the Offer would not have been made. Accordingly, the Board and Hoare Govett believe the inducement fee agreement to be in the best interests of Virtual Internet Shareholders. Further details of the inducement fee agreement will be set out in paragraph 7 of Appendix VII to the Offer Document. 13. COMPULSORY ACQUISITION, DE-LISTING AND RE-REGISTRATION If Register.com (UK) receives acceptances under the Offer in respect of 90 per cent. or more of the Virtual Internet Shares to which the Offer relates, Register.com (UK) will exercise its right pursuant to the provisions of sections 428 to 430F (inclusive) of the Act to acquire compulsorily the remaining Virtual Internet Shares. Virtual Internet Shareholders are hereby given notice that, upon the Offer becoming or being declared, unconditional in all respects, and subject to any applicable requirements of the UK Listing Authority and the London Stock Exchange, Register.com (UK) intends to procure that Virtual Internet applies to the UK Listing Authority and the London Stock Exchange for cancellation, respectively, of the listing of Virtual Internet Shares on the Official List and of trading in Virtual Internet Shares on the London Stock Exchange's markets for listed securities. At the same time, it is intended that Register.com (UK) will procure that Virtual Internet applies to the London Stock Exchange for cancellation of trading in the Virtual Internet Warrants on the Alternative Investment Market. It is anticipated that such cancellations will, subject to the Listing Rules, the Admission and Disclosure Standards and the Rules of the Alternative Investment Market, take effect not earlier than 20 business days following the Offer becoming, or being declared unconditional in all respects. Register.com (UK) intends to re-register Virtual Internet as a private company as soon as it is appropriate to do so under the relevant provisions of the Act. 14. RECOMMENDATION The Board, which has been so advised by Hoare Govett, considers the terms of the Offer to be fair and reasonable. In providing its advice to the Board, Hoare Govett has taken into account the commercial assessments of the Directors. Accordingly, the Directors unanimously recommend all Virtual Internet Shareholders to accept the Offer, as they have irrevocably undertaken to do in respect of 13,359,428 Virtual Internet Shares in aggregate, representing approximately 53.2 per cent. of Virtual Internet's existing issued share capital. 15. GENERAL The Offer Document, setting out the details of the Offer, and the accompanying Forms of Acceptance is being despatched by Altium Capital today. The Offer will be on the terms and will be subject to the conditions which will be set out or referred to in Appendix I hereto and, in addition, those terms which will be set out in the Offer Document and the Forms of Acceptance in respect thereof and such further terms as may be required to comply with the rules and regulations of the UK Listing Authority and the provisions of the City Code. There are no agreements or arrangements to which Register.com, Register.com (UK) or Register.com Holdings are party which relate to circumstances in which Register.com (UK) may or may not invoke or seek to invoke a condition to the Offer. The availability of the Offer to persons 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 requirements. Neither the Offer nor the Warrant Offer is being made, directly or indirectly, in, into or from, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or any facility of a national securities exchange of the United States, Canada, Australia or Japan and neither the Offer nor the Warrant Offer will be capable of acceptance by any such means, instrumentality or facility from within the United States, Canada, Australia or Japan. Accordingly, copies of this announcement are not being, and must not be, mailed, forwarded, sent, transmitted or otherwise distributed in, into or from the United States, Canada, Australia or Japan and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not, forward, mail, transmit or send or otherwise distribute them in, into or from the United States, Canada, Australia or Japan as doing so may invalidate any purported acceptance of the Offer or the Warrant Offer in any such jurisdiction. Appendix II contains the definitions of terms used in this announcement. This announcement does not constitute an offer or invitation to acquire any securities. 1 February 2002 Press enquiries: For further information, please contact: Altium Capital Limited Richard Hughes/Joe Smith 0161 831 9133 Virtual Internet plc William Slee 020 7460 4060 Hoare Govett Limited Justin Jones 020 7678 8000 Andrew Osborne 1. Responsibility (A) The directors of Register.com Holdings and the directors of Register.com (UK) whose names are set out in paragraphs 2(A) and 2(B) below, accept responsibility for the information contained in this announcement other than that relating to the Virtual Internet Group, the Directors and members of their immediate families, and other connected persons and, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained herein for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. (B) The Directors, whose names are set out in paragraph 2(C) below, accept responsibility for the information contained in this document relating to the Virtual Internet Group, the Directors and members of their immediate families, and other connected persons and, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained herein for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. 2. Directors (A) The directors of Register.com Holdings are: Richard Forman Rene Mathis Stephen Smith The registered office of Register.com Holdings is 10 Norwich Street, London EC4A 1BD. (B) The directors of Register.com (UK) are: Richard Forman Rene Mathis Stephen Smith The registered office of Register.com Holdings is 10 Norwich Street, London EC4A 1BD. (C) The Directors are: William Slee (Non-executive Chairman) Tom Turcan (Chief Executive Officer) Jonathan Wales (Chief Financial Officer) Mark Cartwright (Managing Director, Hosting) Ajay Chowdhury (Non-executive Director) Jason Drummond (Non-executive Director) The registered office of Virtual Internet is Elysium House, 126-128 New Kings Road, London SW6 4LZ. Altium Capital Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Register.com, Register.com Holdings and Register.com (UK) as financial adviser (within the meaning of the Rules of the Financial Services Authority) and no one else in connection with the Offer and is not advising any other person or treating any other person as its customer in relation thereto and will not be responsible to anyone other than Register.com, Register.com Holdings and Register.com (UK) for providing the protections afforded to clients of Altium Capital Limited or for providing advice in relation to the Offer or any other matters described herein. Hoare Govett, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Virtual Internet and no one else in connection with the Offer and the other matters described herein and will not be responsible to anyone other than Virtual Internet, for providing the protections afforded to clients of Hoare Govett or for providing advice in relation to the Offer or any other matters described herein. APPENDIX I CONDITIONS AND FURTHER TERMS OF THE OFFER CONDITIONS TO THE OFFER The Offer, which will be made by Altium Capital on behalf of Register.com (UK), will comply with the Listing Rules, the rules and regulations of the UK Listing Authority and the City Code, will be governed by the laws of England and is subject to the terms and conditions set out in this Appendix I, the Offer Document and the related White Form of Acceptance. The Offer will be subject to the following conditions: (A) valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. on 22 February 2002 (or such later time(s) and/or date(s) as Register.com (UK) may with the consent of the Panel and, subject to the rules of the City Code, decide) in respect of not less than 90 per cent. (or such lower percentage as Register.com (UK) may decide) in nominal value of the Virtual Internet Shares to which the Offer relates, provided that this condition will not be satisfied unless Register.com (UK) shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) Virtual Internet Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Virtual Internet (on such basis as may be required by the Panel). For the purpose of this condition: (i) Virtual Internet Shares which have been unconditionally allotted or issued before the Offer becomes or is declared unconditional shall be deemed to carry the voting rights they will carry upon the holder of those shares being entered in the register of members of Virtual Internet, for this purpose (i) the expression "Virtual Internet Shares to which the Offer relates" shall be construed in accordance with sections 428 to 430F (inclusive) of the Act; and (ii) shares which have been unconditionally allotted shall be deemed to carry voting rights which they will carry on issue; and (ii) the expression "Virtual Internet Shares" shall include (i) ordinary shares of 25 pence each in Virtual Internet unconditionally allotted or issued on or before the date the Offer is made and (ii) ordinary shares of 25 pence each in Virtual Internet unconditionally allotted or issued, fully paid or credited as fully paid after that date but before the time at which the Offer ceases to be open for acceptance (or such earlier date, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances or, if later, the first closing date of the Offer, as Register.com (UK) may, with the consent of the Panel and subject to the City Code, decide) including any Virtual Internet Shares which are unconditionally allotted or issued on the exercise of Virtual Internet Warrants, options granted under the Virtual Internet Share Option Schemes, other conversion or subscription schemes or otherwise. (B) no government, or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority (including any national anti-trust or merger control authority), court, trade agency, association, institution or professional or environmental body or any other person or body in any jurisdiction (each a "Relevant Authority") having, without the consent of Register.com (UK) prior to the date when the Offer becomes otherwise unconditional in all respects decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation, enquiry or reference (and in each case not having irrevocably withdrawn the same), or made, proposed or enacted, any statute, regulation, order or decision or taken any other steps which would or might reasonably be expected to an extent which is material in the context of the Offer: (i) make the Offer, or its implementation, or the proposed acquisition of any Virtual Internet Shares or other securities in the control of Virtual Internet by Register.com (UK) or the control of Virtual Internet by any member of the Register.com Group, void, illegal or unenforceable under the laws of any relevant jurisdiction or otherwise, directly or indirectly, restrain, prohibit, restrict, delay or otherwise interfere with the Offer, its implementation or such proposed acquisition by Register.com (UK) or impose material additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith; (ii) result in any delay in the ability of any member the Register.com Group, or render Register.com (UK) unable to acquire all or some of the Virtual Internet Shares or require, prevent or materially delay a divestiture or materially and adversely alter the terms of any proposed divestiture by Register.com (UK) of any such Virtual Internet Shares; (iii) require, prevent or materially delay the divestiture by Register.com (UK) or any other member of the Register.com Group, or any member of the wider Virtual Internet Group of all or any substantial portion of their respective businesses, assets or property (including, in the case of Register.com (UK), any Virtual Internet Shares) or impose any material limitation on the ability of any of them to conduct or deal with all or any substantial portion of their respective businesses or to own or deal with all or any substantial portion of their respective assets or properties; (iv) impose any limitation or delay on the ability of Register.com (UK) or any member of the Virtual Internet Group to acquire, or to hold or exercise effectively, directly or indirectly, any rights of ownership of shares or other securities or the equivalent in any member of the wider Virtual Internet Group or to exercise management control over any member of the wider Virtual Internet Group in each case in a manner which is material in the context of the Virtual Internet Group or the Register.com Group respectively, taken as a whole; (v) require Register.com (UK) or any member of the Virtual Internet Group to offer to acquire any shares or other securities or interest (or the equivalent) in any member of the wider Virtual Internet Group (other than Virtual Internet) owned by any third party (other than pursuant to Part XIIIA of the Act or the Offer); (vi) result in any member of the wider Virtual Internet Group ceasing to be able to carry on business under the name which it presently does so or impose any limitation on any member of the Register.com Group and/or any member of the wider Virtual Internet Group integrating its business, or any material part of it, with the business of any member of any member of the wider Virtual Internet Group in a manner which would be material in the context of the wider Virtual Internet Group taken as a whole or any member of the Register.com Group respectively; or (vii) otherwise adversely affect the business, assets, profits or prospects of any member of the wider Virtual Internet Group in a manner which would be material in the context of the wider Virtual Internet Group taken as a whole or the Register.com Group taken as a whole; and all applicable waiting and other time periods during which any Relevant Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene having expired, lapsed or been terminated provided that the outcome of negotiations between RegistryPro, Inc. and ICANN in relation to the licensing of the .pro gTLD shall not entitle Register.com (UK) to invoke this condition:; (C) all necessary filings in connection with the Offer or its implementation having been made, all appropriate waiting periods (including extensions thereof) in respect of the Offer under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals (" Authorisations") necessary or reasonably considered or appropriate for or in respect of the Offer and the proposed acquisition of any Virtual Internet Shares by Register.com (UK), or which are necessary for any member of the wider Virtual Internet Group to carry on its business, having been obtained in terms and in a form reasonably satisfactory to Register.com (UK) from all appropriate Relevant Authorities or (without prejudice to the generality of the foregoing) other persons or bodies with whom Register.com (UK) or any member of the wider Virtual Internet Group has entered into contractual arrangements (in relation to the carrying on of the business of the wider Virtual Internet Group where the absence of such Authorisations would have a materially adverse effect on the Register.com Group or the wider Virtual Internet Group taken as a whole) and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise unconditional and there being no intimation or notice of an intention to revoke, suspend, restrict, modify or not to renew any of the same having been received, in each case as may be necessary in connection with the Offer under the laws or regulations of any jurisdiction and all necessary statutory or regulatory obligations which are material to the Offer and its implementation and/or the acquisition by any member of the Register.com Group of any shares or other securities in, or control of, Virtual Internet in any relevant jurisdiction having been complied with; (D) Notwithstanding conditions (B) and (C) of this announcement, the proposed acquisition of Virtual Internet by Register.com (UK) is in compliance, in terms reasonably satisfactory to Register.com (UK), with the applicable competition, restrictive trade prices, anti-trust or consumer protection laws, legislation or regulations in any jurisdiction, and in particular in the republic of Ireland, one of the following event having occurred: (a) the Minister for Enterprise, Trade and Employment in Ireland (the " Minister") having stated in writing that he has decided not to make a order under Section 9 of the Mergers, Take-Overs and Monopolies (Control) Act 1978 (the "Act") in relation to the proposed acquisition of Virtual Internet by Register.com (UK); or (b) the Minster having made an order under section 9 of the Act in relation to the proposed acquisition of Virtual Internet by Register.com (UK) on terms acceptable to Register.com (UK); or (c) the relevant period within the meaning of Section 6 of the Act having elapsed without the Minister having made an order under Section 9 of the Act in relation to the proposed acquisition of Virtual Internet by Register.com (UK) hereunder; (E) save as fairly disclosed in this document or as is disclosed in Virtual Internet's preliminary announcement of results for the year ended 31 October 2001, or as otherwise publicly announced by Virtual Internet (by the delivery of an announcement to the Company Announcement Office of the London Stock Exchange prior to noon on 1 February 2002) or as otherwise disclosed to Register.com (UK) or their professional advisors in writing by or on behalf of Virtual Internet prior to 1 February 2002, such information being hereinafter referred to as "publicly announced") there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the wider Virtual Internet Group is a party or by or to which any such member or any of its assets is or are or may be bound, entitled or subject, or any circumstance which, as a consequence of the making of the Offer or the acquisition or proposed acquisition by Register.com (UK) of Virtual Internet Shares or because of a change in control or management of Virtual Internet would or might be reasonably expected to result in, to an extent which is material in the context of the Virtual Internet Group, taken as a whole: (i) any monies borrowed by or other indebtedness (actual or contingent) or any grant available to any member of the wider Virtual Internet Group which is not already repayable on demand being or becoming repayable or being capable of being declared repayable immediately or prior to the stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being or capable of being withdrawn or inhibited; (ii) the creation of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the wider Virtual Internet Group or any such security (whenever arising or having arisen) becoming enforceable; (iii) any such arrangement, agreement, licence, permit, franchise or instrument, or the rights, liabilities, obligations or interests or business of any member of the wider Virtual Internet Group under any such arrangement, agreement, licence, permit, franchise or instrument, being terminated or adversely modified or affected in accordance with or, pursuant to its terms or any action being taken or any onerous obligation or liability arising thereunder in accordance with or pursuant to its terms; (iv) any assets or interests of any member of the wider Virtual Internet Group being or failing 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 or cease to be available to any member of the wider Virtual Internet Group; (v) the rights, liabilities, obligations, interests or business of Register.com (UK), or any member of the wider Virtual Internet Group in or with any person, firm, company or body (or any arrangement or arrangements relating to such rights, liabilities, obligations, interests or business) being terminated or adversely modified or affected; (vi) any member of the Register.com Group or any member of the wider Virtual Internet Group ceasing to be able to carry on business in the manner or under any name under which it presently does so to a material extent; (vii) the value or the financial or trading position or prospects of the wider Virtual Internet Group taken as a whole being adversely affected; 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, licence, permit or other instrument to which any member of the Register.com Group is a party or by or to which any such member or any of its assets is bound, entitled or subject is likely to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this paragraph (E). (F) no member of the wider Virtual Internet Group having since 31 October 2001 (save as publicly announced): (i) issued, agreed, authorised or proposed the issue of additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities (save for options granted, and for any Virtual Internet Shares allotted upon exercise of options granted, prior to the date hereof under the Virtual Internet Share Option Schemes); (ii) declared, paid or made or proposed to declare, pay or make any bonus, dividend or other distribution, whether in cash or otherwise; (iii) issued, authorised or proposed the issue of any debentures or incurred or increased any indebtedness or contingent liability; (iv) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or redeemed or reduced or made any other change to any part of its share capital; (v) entered into, or varied, or authorised, proposed or announced its intention to enter into or vary any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long-term or onerous nature or magnitude, or which involves or could reasonably be expected to involve an obligation of a nature or magnitude which, in any case, is material in the context of the wider Virtual Internet Group, taken as a whole; (vi) implemented, or authorised, proposed or announced its intention to implement or enter into any material contract, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement, which in any case, is material in the context of the wider Virtual Internet Group, taken as a whole (otherwise than in the ordinary course of business); (vii) entered into or made an offer (which remains open for acceptance) to enter into or vary the terms of any service agreement or any other agreement or arrangement (or given or received notice of termination of any such service agreement or arrangement) with any of its directors or senior executives or any connected person of any of such person (within the meaning of section 346 of the Act); (viii) waived or compromised any claim other than in the ordinary course of business and which is material in the context of the wider Virtual Internet Group as a whole; (ix) taken any corporate action (to an extent which is material in the context of the wider Virtual Internet Group taken as a whole) or had any legal proceedings stated or threatened against it for its winding up, dissolution or re-organisation or for the appointment of a receiver, administrative receiver, trustee or similar officer of all of any of its assets or revenues or any analogous event having occurred in any jurisdiction or had any such person appointed or been unable to pay its debts or having stopped or suspended payment of its debts generally or ceased or threatened to cease carrying on all or a significant part of its business; (x) merged with any body corporate or acquired or disposed (in either case otherwise than in the ordinary course of trading) of any assets (including shares in subsidiaries, associates and trade investments) or made any change in its share or loan capital to an extent which is material in the context of the wider Virtual Internet Group taken as a whole or authorised or proposed or announced any intention to propose the aforesaid; (xi) entered into any contract, transaction or arrangement which would be restrictive in a material respect on the business of Virtual Internet or any member of the wider Virtual Internet Group taken as whole; (xii) made any alteration to its memorandum or articles of association or other incorporation or constitutional documents which is material in the context of the Offer; (xiii) entered into or made an offer (which remains open for acceptance) to enter into an agreement or commitment or passed any resolution or announced or made any proposal with respect to any of the transactions or events referred to in this paragraph (F); (xiv) disposal of or transferred, mortgaged or encumbered any material assets or any right, title or interest in any material asset; (xv) proposed or entered into any material contract, any reconstruction or amalgamation, any material transaction or material arrangement otherwise than in the ordinary course of business; or (xvi) experienced any material adverse change or material deterioration of the business, financial or trading position or profits or prospects of the Virtual Internet Group taken as a whole. (G) save as publicly announced, since 31 October 2001: (i) there having been no adverse change or deterioration and no other circumstance having arisen which would or is likely to result in any adverse change or deterioration, in the business, assets, financial or trading position or profits or prospects of any member of the wider Virtual Internet Group to an extent which is material in the context of the wider Virtual Internet Group taken as a whole; (ii) there not having been instituted or remaining outstanding litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the wider Virtual Internet Group is or is likely to become a party (whether as plaintiff or defendant or otherwise) and no such proceedings having been threatened in writing against any such member and no inquiry or investigation by or complaint or reference to any Relevant Authority against or in respect of any such member or the business carried on by any such member having been threatened, announced or instituted or remaining outstanding by, against or in respect of any such member and the effect of which in each case is or is likely to be material in the context of the wider Virtual Internet Group, taken as a whole; (iii) no contingent or other liability having been incurred or become apparent to Register.com (UK) which is likely materially and adversely to affect any member of the wider Virtual Internet Group, taken as a whole; (H) Register.com (UK) not having discovered: (i) any financial or business information concerning Virtual Internet or the wider Virtual Internet Group publicly announced by or on behalf of any member of the wider Virtual Internet Group that is materially misleading or contains a misrepresentation of material fact or omits to state a fact necessary to make the information contained therein not materially misleading in each case in the context of the Offer; (ii) except as publicly announced any member of the wider Virtual Internet Group is subject to any liability, contingent or otherwise, which is material in the context of the wider Virtual Internet Group, taken as whole; (iii) that save as publicly announced any past or present member of the wider Virtual Internet Group has failed to comply with any environmental legislation, regulation, notice or order relating to it or with any permit, licence or other authorisation required to be held by it under such environmental legislation, regulation, notice or order and such non-compliance would be likely to give rise to a liability on the part of any member of the wider Virtual Internet Group which is material in the context of the wider Virtual Internet Group taken as a whole; (iv) except as publicly announced, or included herein, and save in respect of RegistryPro,Inc. and RegistryPro Limited any partnership or company in which any member of the wider Virtual Internet Group has a significant economic interest (being, in the case of a company, an interest carrying 25 per cent. or more of the voting capital of that company) and which is not a subsidiary of Virtual Internet is subject to any material liability, contingent or otherwise, which is not disclosed in the preliminary announcement of results of Virtual Internet for the financial year ended 31 October 2001 and which is material in the context of the Offer; (v) that except as publicly announced there has been an emission, disposal, discharge, deposit, spillage or leak of waste or hazardous or harmful substances on or about or from any property now or previously owned, occupied or made use of by any past or present member of the wider Virtual Internet Group which would be likely to give rise to any liability (whether actual or contingent) or cost which is material in the context of the wider Virtual Internet Group taken as a whole; or (vi) that except as publicly announced there is or is likely to be any liability (whether actual or contingent) or requirement to make good, repair, reinstate or clean-up any property now or previously owned, occupied or made use of by any past or present member of the wider Virtual Internet Group which is material in the context of the wider Virtual Internet Group taken as a whole. For the purposes of these conditions, the "wider Virtual Internet Group" means Virtual Internet and its subsidiary undertakings, associated undertakings and any other undertaking in which Virtual Internet and/or such undertakings (aggregating their interests) have a significant interest, the "wider Virtual Internet Group" (and for these purposes "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the Act, other than paragraph 20(1)(b) of Schedule 4A to the Act which shall be excluded for this purpose, and "significant interest" means a direct or indirect interest in 10 per cent, or more of the equity share capital (as defined in the Act)). Subject to the requirements of the Panel, Register.com (UK) reserves the right to waive, in whole or in part, all or any of conditions (B) to (H) inclusive. Conditions (B) to (H) inclusive, if not, where applicable, waived, must be fulfilled or satisfied in the reasonable opinion of Register.com (UK) within 21 days after the later of the first closing date of the Offer and the date on which condition (A) is satisfied, or in each case such later date as the Panel may agree, failing which the Offer will lapse. In such a case, the Offer will cease to be capable of further acceptances and Register.com (UK), Altium Capital and Virtual Internet Shareholders shall thereupon cease to be bound by prior acceptances. Register.com (UK) shall be under no obligation to waive or treat as satisfied any of conditions (B) to (H) inclusive by a date earlier than the latest date specified above for the satisfaction, fulfilment or waiver 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 such conditions may not be capable of fulfilment. If Register.com (UK) is required by the Panel to make an Offer for the Virtual Internet Shares under the provisions of Rule 9 of the City Code, Register.com (UK) may make such alterations to the above conditions as are necessary to comply with the provisions of that Rule. Further Terms The Offer will lapse if it or any matter arising therefrom or relating thereto is referred to the Competition Commission before 3.00 p.m. on 22 February 2002 or the date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later, and, if the Offer so lapses, the Offer will cease to be capable of further acceptance and accepting Virtual Internet Shareholders, Altium Capital and Register.com (UK) will cease to be bound by Forms of Acceptance submitted before the time when the Offer lapses. APPENDIX II DEFINITIONS The following definitions apply throughout this announcement, unless the context requires otherwise: "Act" the Companies Act 1985, as amended "Admission and Disclosure Standards" the requirements contained in the publication " Admission and Disclosure Standards" dated May 2000 containing, among other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's market for listed securities "Alternative Investment Market" the Alternative Investment Market of the London Stock Exchange "Altium Capital" Altium Capital Limited "Australia" The Commonwealth of Australia, its possessions and territories and all areas subject to its jurisdiction and any political sub-division thereof "Barclays Bank PLC" Barclays Bank PLC, guarantor of the principle Loan Notes "Blue Form of Acceptance" the blue form of acceptance and authority relating to the Warrant Offer "Board" the board of directors of Virtual Internet "Canada" Canada, its possessions and territories and all areas subject to its jurisdiction and any political sub-division thereof "City Code" the City Code on Takeovers and Mergers "Closing Price" the closing middle market quotation of the Company as derived from the Daily Official List of the London Stock Exchange "Directors" or "Virtual Internet Directors" the directors of Virtual Internet, being William Slee, Tom Turcan, Jonathan Wales, Mark Cartwright, Jason Drummond and Ajay Chowdhury "Forms of Acceptance" the white form of acceptance and the blue form of acceptance each accompanying the Offer Document "Hoare Govett" Hoare Govett Limited "Japan" Japan, its possessions and territories and all areas subject to its jurisdiction and any political sub-division thereof The London Inter-Bank Offered Rate "LIBOR" "Listing Rules" the rules and regulations made by the UK Listing Authority under Part VI of the Financial Services and Markets Act 2000, as amended from time to time "Loan Note Alternative" the alternative referred to in the Offer Document whereby Virtual Internet Shareholders (other than certain Overseas Shareholders) validly accepting the Offer may elect to receive Loan Notes instead of all or part of the cash consideration to which they would otherwise have been entitled under the Offer "Loan Note Instrument" the instrument constituting the Loan Notes "Loan Notes" the bank guaranteed unsecured floating rate loan notes of Register.com (UK) to be issued pursuant to the Loan Note Alternative "London Stock Exchange" London Stock Exchange plc "Net Searchers" Virtual Internet's online intellectual property protection business "Offer" the recommended cash offer by Altium Capital on behalf of Register.com (UK) to acquire the entire issued and to be issued ordinary share capital of Virtual Internet on the terms and subject to the conditions set out in the Offer Document and in the White Form of Acceptance including, where the context requires, the Loan Note Alternative and including where the context admits, any subsequent revision, variation, extension or renewal thereof "Offer Document" the document to be posted to Shareholders setting out the terms and conditions of the Offer "Official List" the Official List of the UK Listing Authority "Overseas Shareholders" holders of Virtual Internet Shares who are resident in or nationals or citizens of jurisdictions outside the United Kingdom or who are nominees of, or custodians, trustees or guardians for, any such residents, citizens or nationals "Panel" the Panel on Takeovers and Mergers "Register.com" Register.com Inc. "Register.com Group" Register.com and its subsidiary undertakings (as that term is defined in the Act) "Register.com Holdings" Register.com (UK) Holdings Limited, a wholly-owned subsidiary of Register.com "Register.com (UK)" or "the Offeror" Register.com (UK) Limited, a wholly-owned subsidiary of Register.com Holdings formed for the purpose of making the Offer "UK Listing Authority" the Financial Services Authority acting in its capacity on the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 "United Kingdom" or "UK" The United Kingdom of Great Britain and Northern Ireland "United States" or "US" The United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to the jurisdiction of the United States of America or any political sub-division thereof "Virtual Internet" or "Company" Virtual Internet plc "Virtual Internet Group" or "Group" Virtual Internet and its subsidiary undertakings, (as that term is defined in the Act) "Virtual Internet LTIP" The Virtual Internet Long Term Incentive Plan "Virtual Internet Options" the options granted under the Virtual Internet Share Option Schemes and options over an aggregate of 20,000 shares granted to Messrs Slee and Mostert (a former director of Virtual Internet) pursuant to individual option agreements "Virtual Internet Share Option Schemes" the Virtual Internet (Approved) 2000 Share Option Scheme; the Virtual Internet (Unapproved) 2000 Share Option Scheme; the Virtual Internet Sharesave Scheme and the Virtual Internet LTIP "Virtual Internet Shareholder" or "Shareholder" a holder of Virtual Internet Shares "Virtual Internet Shares" or "Shares" the ordinary shares of 25p pence each in Virtual Internet "Virtual Internet Warrants" the warrants issued by Virtual Internet, which are traded on the Alternative Investment Market, entitling holders thereof to subscribe for Virtual Internet Shares at a price of 100p per share "Virtual Internet Warrantholder" or "Warrantholder" a holder of Virtual Internet Warrants "Warrant Offer" the offer by Altium Capital on behalf of Register.com (UK) to acquire all outstanding Virtual Internet Warrants on the terms and subject to the conditions set out in the Offer Document and in the relevant Blue Form of Acceptance "White Form of Acceptance" The white form of acceptance, authority and election relating to the Offer, accompanying this document This information is provided by RNS The company news service from the London Stock Exchange
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