We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Chrysalis | LSE:CHS | London | Ordinary Share | GB00B28TMS45 | ORD 2P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 159.75 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMCHS RNS Number : 4154X Forte Bidco 1 Ltd 06 December 2010 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO OR FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. 6 December 2010 UPDATE ON RECOMMENDED CASH OFFER for the acquisition of CHRYSALIS PLC ("CHRYSALIS") by FORTE BIDCO 1 LIMITED ("BIDCO"), A WHOLLY-OWNED SUBSIDIARY OF BMG LUXCO, A JOINT VENTURE BETWEEN BERTELSMANN AND AN AFFILIATE OF KOHLBERG KRAVIS ROBERTS & CO. L.P. ("KKR"). To be implemented by way of a Court approved Scheme of Arrangement (the "Scheme") under Part 26 of the Companies Act 2006 (the "2006 Act") Further to Bidco's announcement on 26 November 2010 of its offer to acquire the entire issued and to be issued share capital of Chrysalis to be implemented by way of a Scheme of Arrangement under section Part 26 of the Companies Act 2006, Bidco discloses, in accordance with Rule 2.11 of the Takeover Code, that it has obtained a further irrevocable undertaking to vote in favour of the Proposals at the Court Meeting and the General Meeting from The Wright Family Trust, a beneficial trust of Chris Wright, ("the Trust") in respect of 845,856 Chrysalis Shares, which represent 1.3 per cent. of the entire issued share capital of Chrysalis. The irrevocable undertaking from the Trust will remain binding even in the event of a competing offer being made for Chrysalis. Following receipt of the irrevocable undertaking referred to above, Bidco has now received, in aggregate, irrevocable undertakings to vote in favour of the Proposals at the Court Meeting and the General Meeting in respect of 50,145,433 Chrysalis Shares, representing 74.7 per cent. of the entire issued share capital of Chrysalis, all such undertakings remaining binding in the event of a competing offer being made for Chrysalis. Capitalised terms used in this announcement have the meaning given to them in the 2.5 Announcement released on 26 November 2010. Enquiries: BMG Telephone: +49 (0) 30 300 133 340 Hartwig Masuch (Chief Executive Officer, BMG GmbH) Kay Krafft (Chief Investment Officer, BMG GmbH) Citi Telephone: +44 (0) 20 7986 4000 (Sole Financial Adviser and Corporate Broker to BMG and Bidco) Jan Skarbek Ketan Mehta Simon Alexander (corporate broking) Sian Evans Finsbury Telephone: +44 (0) 20 7251 3801 (PR Adviser to BMG) Charles Watenphul Ed Simpkins Chrysalis Telephone: +44 (0) 20 7465 6327 Chris Wright (Chairman) Jeremy Lascelles (Group Chief Executive) Andy Mollett (Chief Financial Officer) Jefferies Telephone: +44 (0) 20 7029 8000 (Sole Financial Adviser to Chrysalis) Jonathan Goodwin Julian Culhane Investec Telephone: +44 (0) 20 7597 5970 (Corporate Broker to Chrysalis) Keith Anderson Brunswick Telephone: +44 (0) 20 7404 5959 (PR Adviser to Chrysalis) Tim Burt Dania Saidam Citi, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for BMG and Bidco and no one else in relation to the matters referred to in this announcement and will not be responsible to anyone other than BMG and Bidco for providing the protections afforded to clients of Citi nor for providing advice in relation to these matters, the content of this announcement or any matter referred to herein. Jefferies, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Chrysalis and no one else in relation to the matters referred to in this announcement and will not be responsible to anyone other than Chrysalis for providing the protections afforded to clients of Jefferies nor for providing advice in relation to these matters, the content of this announcement or any matter referred to herein. The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK. Copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. The Acquisition will be subject to the applicable rules and regulations of the UK Listing Authority, the London Stock Exchange and the Code. Notice to US holders of Chrysalis Shares US holders of Chrysalis Shares should note that the Scheme relates to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the Exchange Act and will be governed by English law. Accordingly, neither the proxy solicitation nor the tender offer rules under the Exchange act will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in the Scheme Document will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the accounting standards applicable to financial statements of US companies. If Bidco exercises its right to implement the acquisition of the Chrysalis Shares by way of a takeover offer, the offer will be made in compliance with applicable US securities laws and regulations. Forward looking statements It is possible that this announcement could or may contain forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. Reliance should not be placed on any such statements because, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and BMG, Bidco and Chrysalis' plans and objectives, to differ materially from those expressed or implied in the forward-looking statements. None of BMG, Bidco nor Chrysalis undertake to update or revise forward-looking statements, whether as a result of new information, future events or otherwise. Dealing disclosure requirements Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should consult the Panel's website above and/or contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129. The directors of Bidco accept responsibility for the information contained in this announcement other than that relating to Chrysalis. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. In accordance with Rule 19.11 of the Code, a copy of this Announcement will be published on the following websites: www.bmg.com and www.chrysalis.com. This information is provided by RNS The company news service from the London Stock Exchange END OUPBQLFBBLFXFBV
1 Year Chrysalis Chart |
1 Month Chrysalis Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions