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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Coe Group | LSE:COE | London | Ordinary Share | GB00B0VQMW25 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 8.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
Hot Features
Premium
TIDMDGB TIDMCOE
RNS Number : 2118Q
Digital Barriers plc
30 July 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD BE UNLAWFUL
NOT FOR RELEASE BEFORE 7.00 A.M.
30 July 2010
PART I
RECOMMENDED CASH OFFER
BY
DIGITAL BARRIERS PLC ("DIGITAL BARRIERS")
FOR
COE GROUP PLC ("COE")
The Digital Barriers Board and the COE Board are pleased to announce that they
have reached agreement on the terms of a recommended cash offer to be made by
Digital Barriers for the entire issued and to be issued ordinary share capital
of COE.
SUMMARY AND HIGHLIGHTS
+--+----------+-----------------------------------------------------------+
| *| The COE Directors intend unanimously to recommend COE Shareholders |
| | to accept the Offer. |
+--+----------------------------------------------------------------------+
| | |
+--+----------------------------------------------------------------------+
| *| The terms of the Offer value each COE Share at 9 pence and the |
| | entire existing issued ordinary share capital of COE at |
| | approximately GBP3.3 million. |
+--+----------------------------------------------------------------------+
| | |
+--+----------------------------------------------------------------------+
| *| At 9 pence per COE Share, the Offer represents a premium of |
| | approximately: |
+--+----------------------------------------------------------------------+
| | |
+--+----------------------------------------------------------------------+
| | - | 63.6 per cent. to the Closing Price of 5.50 pence for |
| | | each COE Share on 29 July 2010, being the last business |
| | | day prior to this announcement; and |
+--+----------+-----------------------------------------------------------+
| | | |
+--+----------+-----------------------------------------------------------+
| | - | 53.3 per cent. to the average Closing Price of 5.87 pence |
| | | for each COE Share for the three months ended 29 July |
| | | 2010, being the last business day prior to this |
| | | announcement. |
+--+----------+-----------------------------------------------------------+
| | | |
+--+----------+-----------------------------------------------------------+
| *| The COE Directors who hold COE Shares have entered into irrevocable |
| | undertakings to accept, or procure the acceptance of, the Offer in |
| | respect of their beneficial interests in COE Shares amounting, in |
| | aggregate, to 636,851 COE Shares, representing 1.73 per cent. of the |
| | entire existing issued ordinary share capital of COE. All of these |
| | undertakings remain binding, even in the event of a higher competing |
| | offer for COE, unless the Offer lapses or is withdrawn. |
+--+----------------------------------------------------------------------+
| | |
+--+----------------------------------------------------------------------+
| *| In addition, certain COE Shareholders have entered into irrevocable |
| | undertakings to accept, or procure the acceptance of, the Offer in |
| | respect of their beneficial interests in COE Shares amounting, in |
| | aggregate, to 22,464,639 COE Shares, representing 61.14 per cent. of |
| | the entire existing issued ordinary share capital of COE. All of |
| | these undertakings remain binding, even in the event of a higher |
| | competing offer for COE, unless the Offer lapses or is withdrawn or |
| | does not become wholly unconditional by 31 December 2010. |
+--+----------------------------------------------------------------------+
| | |
+--+----------------------------------------------------------------------+
| *| Accordingly, Digital Barriers has received irrevocable undertakings |
| | to accept, or procure the acceptance of, the Offer from COE |
| | Shareholders in respect of, in aggregate, 23,101,490 COE Shares, |
| | representing approximately 62.87 per cent. of COE's entire existing |
| | issued ordinary share capital. |
+--+----------------------------------------------------------------------+
| | |
+--+----------------------------------------------------------------------+
| RATIONALE AND BACKGROUND |
+-------------------------------------------------------------------------+
| | |
+--+----------------------------------------------------------------------+
| *| The Offer has a compelling rationale for Digital Barriers. |
+--+----------------------------------------------------------------------+
| | |
+--+----------------------------------------------------------------------+
| *| The Digital Barriers Board believes that the acquisition of COE will |
| | provide Digital Barriers with the next step in the development and |
| | execution of its strategy to build a leading mid-market business in |
| | the homeland security space. |
+--+----------------------------------------------------------------------+
| | |
+--+----------------------------------------------------------------------+
| *| The Digital Barriers Directors believe that the application of their |
| | expertise, experience and relationships in the homeland security |
| | market will enable COE, its employees and customers to experience |
| | significant additional benefits than are currently available to COE |
| | as an independent business. |
+--+----------------------------------------------------------------------+
| | |
+--+----------------------------------------------------------------------+
| *| The COE business was established in 1989 and COE was admitted to |
| | trading on AIM in 2003. Since its inception, COE's focus has been to |
| | specialise in bringing innovative products to the video surveillance |
| | market. This has culminated in the successful development of COE's |
| | product range which includes X-Net, X-Stream, I-VUE, I-Command, |
| | Telecommand and Smart Detect which offer high levels of video |
| | quality and technological integration for surveillance activities |
| | across IP, fibre and hybrid networks. |
+--+----------------------------------------------------------------------+
| | |
+--+----------------------------------------------------------------------+
| *| COE has over 20 years' experience of providing surveillance |
| | solutions to some of the most complex sites in the world. Digital |
| | Barriers believes that COE's technologies may be used in |
| | establishing IP networks, analogue networks, hybrid network |
| | solutions and also to facilitate incremental network migration from |
| | analogue to digital. In particular, COE has a number of |
| | characteristics which make for a compelling fit with Digital |
| | Barriers' strategy, including: |
+--+----------------------------------------------------------------------+
| | | |
+--+----------+-----------------------------------------------------------+
| | - | a reputation for innovation and technological development |
| | | in the video surveillance market; |
+--+----------+-----------------------------------------------------------+
| | | |
+--+----------+-----------------------------------------------------------+
| | - | products used by third party systems integrators; and |
+--+----------+-----------------------------------------------------------+
| | | |
+--+----------+-----------------------------------------------------------+
| | - | international installations of major surveillance |
| | | systems. |
+--+----------+-----------------------------------------------------------+
| | | |
+--+----------+-----------------------------------------------------------+
| *| COE has over 10,000 installations worldwide across three main |
| | sectors - traffic & transport, heavy industrial and urban |
| | surveillance. Client references include the London Congestion Charge |
| | network and a number of underground and high-speed rail systems |
| | worldwide, including the UK, Singapore, France, Spain, Germany, Hong |
| | Kong and Delhi as well as airports across Germany, Hong Kong and SE |
| | Asia, and road systems throughout the world. City-centre systems |
| | include over 35 UK towns and cities, while industrial complexes |
| | include the South Parrs gas field in the Middle East. |
+--+----------------------------------------------------------------------+
| | |
+--+----------------------------------------------------------------------+
| *| COE works closely with selected systems integrators to help them |
| | deliver the most competitive overall solutions for end-users. COE |
| | provides support to its customers through the entire lifecycle |
| | including design, supply, on-site test, commissioning and long-term |
| | maintenance. |
+--+----------------------------------------------------------------------+
| | |
+--+----------------------------------------------------------------------+
| *| The consideration payable under the Offer will be financed from |
| | Digital Barriers' existing cash resources. Investec, which is |
| | acting as financial adviser to Digital Barriers, is satisfied that |
| | Digital Barriers has the necessary financial resources available to |
| | satisfy full acceptance of the Offer. |
+--+----------------------------------------------------------------------+
| | |
+--+----------------------------------------------------------------------+
| *| The Offer Document and the Form of Acceptance will be published and |
| | sent to COE Shareholders as soon as practicable and in any event |
| | within 28 days of this announcement. |
| | |
| *| The bases and sources of certain financial information contained in |
| | this announcement are set out in Appendix II to this announcement |
| | and definitions of certain expressions used in this announcement are |
| | contained in Appendix IV to this announcement. |
+--+----------------------------------------------------------------------+
| | |
+--+----------------------------------------------------------------------+
| *| COE BOARD'S RECOMMENDATION |
+--+----------------------------------------------------------------------+
| | |
+--+----------------------------------------------------------------------+
| | The COE Directors, having been so advised by Zeus, consider the |
| | terms of the Offer to be fair and reasonable. In providing advice |
| | to the COE Directors, Zeus has taken into account the commercial |
| | assessments of the COE Directors. |
+--+----------------------------------------------------------------------+
| | |
+--+----------------------------------------------------------------------+
| | Accordingly, the COE Directors intend to unanimously recommend COE |
| | Shareholders to accept the Offer as they have irrevocably undertaken |
| | so to do in respect of their own beneficial interests in COE Shares |
| | comprising, in aggregate, 636,851 COE Shares, representing |
| | approximately 1.73 per cent. of COE's entire existing issued |
| | ordinary share capital. |
+--+----------+-----------------------------------------------------------+
Commenting on the Offer, Dr. Tom Black, Executive Chairman of Digital Barriers
said:
"COE fits well with our strategy to build a leading mid-market business in the
homeland security space and we believe that we can broaden the market access and
enhance the reach of COE's best-in-class security products. This will also open
additional opportunities for Digital Barriers in many of our target markets,
particularly in Asia-Pacific where COE has made good progress in securing
high-profile customer engagements. I look forward to working with the COE team
to capitalise on these exciting opportunities."
Commenting on the Offer, Dr. Alison Fielding, Non-Executive Chairman of COE
said:
"The board of COE believes that the Offer represents good value for existing
shareholders. It also provides a recognition of the strength of COE's product
ranges and is beneficial for the business as a whole by providing it with an
opportunity to grow sales and develop its customer base more effectively as part
of a larger group."
This summary should be read in conjunction with the full text of the attached
announcement and the Appendices. In particular, the Offer will be subject to
the Conditions set out in Appendix I and to the further terms to be set out in
the Offer Document (and, in the case of certificated COE Shares, in the Form of
Acceptance).
In accordance with Rule 19.11 of the Code, a copy of this announcement will be
published on the following websites: www.coe.co.uk and www.digitalbarriers.com.
Investec is acting exclusively as financial adviser to Digital Barriers. Zeus is
acting exclusively as financial adviser to COE.
ENQUIRIES
+-----------------------------------------+----------------------+
| DIGITAL BARRIERS | |
+-----------------------------------------+----------------------+
| | |
+-----------------------------------------+----------------------+
| Digital Barriers plc | +44 (0) 20 7940 4740 |
+-----------------------------------------+----------------------+
| Tom Black, Executive Chairman | |
+-----------------------------------------+----------------------+
| Colin Evans, Managing Director | |
+-----------------------------------------+----------------------+
| Zak Doffman, Strategy Director | |
+-----------------------------------------+----------------------+
| | |
+-----------------------------------------+----------------------+
| Investec, Financial Adviser and Broker | +44 (0) 20 7597 5970 |
| to Digital Barriers | |
+-----------------------------------------+----------------------+
| Andrew Pinder | |
+-----------------------------------------+----------------------+
| Erik Anderson | |
+-----------------------------------------+----------------------+
| Dominic Emery | |
+-----------------------------------------+----------------------+
| | |
+-----------------------------------------+----------------------+
| Financial Dynamics, PR Adviser to | +44 (0) 20 7831 3113 |
| Digital Barriers | |
+-----------------------------------------+----------------------+
| Edward Bridges | |
+-----------------------------------------+----------------------+
| Matt Dixon | |
+-----------------------------------------+----------------------+
| | |
+-----------------------------------------+----------------------+
| COE | |
+-----------------------------------------+----------------------+
| | |
+-----------------------------------------+----------------------+
| COE Group plc | +44 (0) 113 230 8800 |
+-----------------------------------------+----------------------+
| Alison Fielding, Non-Executive Chairman | |
+-----------------------------------------+----------------------+
| Ian Jefferson, Chief Executive Officer | |
+-----------------------------------------+----------------------+
| Mark Marriage, Technical Director | |
+-----------------------------------------+----------------------+
| | |
+-----------------------------------------+----------------------+
| Zeus, Financial Adviser and Broker to | +44 (0) 161 831 1512 |
| COE | |
+-----------------------------------------+----------------------+
| Alex Clarkson | |
+-----------------------------------------+----------------------+
| Nick Cowles | |
+-----------------------------------------+----------------------+
| Stephen Robinson | |
+-----------------------------------------+----------------------+
Appendix I sets out certain conditions to the Offer. The sources and bases of
certain information contained in this announcement are set out in Appendix II.
Appendix III contains certain details relating to the irrevocable undertakings
received by Digital Barriers to accept the Offer. Certain terms used in this
announcement are defined in Appendix IV to this announcement.
The COE Directors accept responsibility for the information contained in this
announcement relating to COE and its subsidiaries, themselves and their
immediate families and connected persons. The Digital Barriers Directors accept
responsibility for all of the other information contained in this announcement.
To the best of the knowledge and belief of the Digital Barriers Directors and
the COE Directors (who have taken all reasonable care to ensure that such is the
case) the information contained in this announcement for which they are
respectively responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Investec, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Digital Barriers and no
one else in connection with the Offer and this announcement and will not be
responsible to anyone other than Digital Barriers for providing the protections
afforded to clients of Investec nor for providing advice in relation to the
Offer or this announcement or any other matter referred to herein.
Zeus, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for COE and no one else in connection
with the Offer and this announcement and will not be responsible to anyone other
than COE for providing the protections afforded to clients of Zeus nor for
providing advice in relation to the Offer or this announcement or any other
matter referred to herein.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. The Offer will be made solely by means of the
Offer Document and the Form of Acceptance (in respect of certificated COE
Shares), which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted.
Unless otherwise determined by Digital Barriers and permitted by applicable law
and regulation, the Offer will not be made, directly or indirectly, in or into,
or by the use of the mails 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 a Restricted
Jurisdiction and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within a Restricted Jurisdiction.
Accordingly, 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 a Restricted Jurisdiction and persons receiving this announcement
(including, without limitation, custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send it in or into or from a Restricted
Jurisdiction. Doing so may render invalid any purported acceptance of the
Offer. The availability of the Offer to persons who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.
FORWARD-LOOKING STATEMENTS
This announcement contains certain forward looking statements with respect to
the financial condition, results of operations and business of Digital Barriers
or the Digital Barriers Group and COE or the COE Group and certain plans and
objectives of the boards of directors of Digital Barriers and COE. These
forward looking statements can be identified by the fact that they do not relate
to historical or current facts. Forward looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words of similar
meaning. These statements are based on assumptions and assessments made by the
boards of directors of Digital Barriers and COE in the light of their experience
and their perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature,
forward looking statements involve risk and uncertainty and the factors
described in the context of such forward looking statements in this announcement
could cause actual results and developments to differ materially from those
expressed in or implied by such forward looking statements.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this announcement. Except as required by the Financial
Services Authority, the London Stock Exchange, the AIM Rules or any other
applicable law, Digital Barriers and COE assume no obligation to update or
correct the information contained in this announcement.
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 contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, COE has
36,744,400 ordinary shares of 1 pence each in issue. The International
Securities Identification Number for COE's shares is BG00B0VQMW25.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD BE UNLAWFUL
FOR IMMEDIATE RELEASE
30 July 2010
PART II
RECOMMENDED CASH OFFER
BY
DIGITAL BARRIERS PLC ("DIGITAL BARRIERS")
FOR
COE GROUP PLC ("COE")
+--+-------------------------------------------------------------+
| 1.| INTRODUCTION |
+--+-------------------------------------------------------------+
The Digital Barriers Board and the COE Board are pleased to announce that they
have reached agreement on the terms of a recommended cash offer to be made by
Digital Barriers for the entire issued and to be issued ordinary share capital
of COE.
The COE Directors intend unanimously to recommend COE Shareholders to accept the
Offer.
+--+-------------------------------------------------------------+
| 2.| THE OFFER |
+--+-------------------------------------------------------------+
The Offer, subject, inter alia, to the conditions and further terms set out in
Appendix I of this announcement, in the Offer Document and (in respect of
certificated COE Shares) in the Form of Acceptance, will be made on the
following basis:
+--------------------------------+-------------------------------+
| for each COE Share | 9 pence in cash |
+--------------------------------+-------------------------------+
The terms of the Offer value the entire existing issued share capital of COE at
approximately GBP3.3 million.
At 9 pence per COE Share, the Offer represents a premium of approximately:
+--+----------+-----------------------------------------------------------+
| | - | 63.6 per cent. to the Closing Price of 5.50 pence for |
| | | each COE Share on 29 July 2010, being the last business |
| | | day prior to this announcement; and |
+--+----------+-----------------------------------------------------------+
| | | |
+--+----------+-----------------------------------------------------------+
| | - | 53.3 per cent. to the average Closing Price of 5.87 pence |
| | | for each COE Share for the three months ended 29 July |
| | | 2010, being the last business day prior to this |
| | | announcement. |
+--+----------+-----------------------------------------------------------+
| | | |
+--+----------+-----------------------------------------------------------+
+--+-------------------------------------------------------------+
| 3.| RECOMMENDATION |
+--+-------------------------------------------------------------+
The COE Directors, having been so advised by Zeus, consider the terms of the
Offer to be fair and reasonable. In providing advice to the COE Directors, Zeus
has taken into account the commercial assessments of the COE Directors.
Accordingly, the COE Directors intend to unanimously recommend COE Shareholders
to accept the Offer as they have irrevocably undertaken so to do in respect of
their own beneficial interests in COE Shares comprising, in aggregate, 636,851
COE Shares, representing approximately 1.73 per cent. of COE's entire existing
issued ordinary share capital.
+--+-------------------------------------------------------------+
| 4.| BACKGROUND TO, AND REASONS FOR, THE OFFER |
+--+-------------------------------------------------------------+
At present, the most significant threat to national security comes, not from
state-to-state conflict, but from international and domestic terrorism.
Mainstream defence budgets are projected to decline in the coming years, a trend
which is already reflected in recent announcements of defence cost reductions,
and the Digital Barriers Directors anticipate continued growth in public
expenditure within the broader homeland security market.
Given the ongoing threat from terrorism, the Digital Barriers Directors believe
that the homeland security market continues to represent a compelling commercial
opportunity and, accordingly, they intend to develop Digital Barriers through
strategic acquisitions and ongoing organic growth in order to provide the
digital security and surveillance technology needed to protect high-profile
targets, crowded spaces and critical national infrastructure from terrorist
attacks.
The Digital Barriers Board believes that the acquisition of COE will provide
Digital Barriers with the next step in the development and execution of its
strategy to build a leading mid-market business in the homeland security space.
COE has over 20 years' experience of providing surveillance solutions to some of
the most complex sites in the world. Digital Barriers believes that COE's
technologies may be used in establishing IP networks, analogue networks, hybrid
network solutions and also to facilitate incremental network migration from
analogue to digital. In particular, COE has a number of characteristics which
make for a compelling fit with Digital Barriers' strategy, including:
+--+----------+-----------------------------------------------------------+
| | - | a reputation for innovation and technological development |
| | | in the video surveillance market; |
+--+----------+-----------------------------------------------------------+
| | | |
+--+----------+-----------------------------------------------------------+
| | - | products used by third party systems integrators; and |
+--+----------+-----------------------------------------------------------+
| | | |
+--+----------+-----------------------------------------------------------+
| | - | international installations of major surveillance |
| | | systems. |
+--+----------+-----------------------------------------------------------+
The Digital Barriers Directors believe that the application of their expertise,
experience and relationships in the homeland security market will enable COE,
its employees and customers to experience significant additional benefits than
are currently available to COE as an independent business.
+--+-------------------------------------------------------------+
| 5.| BACKGROUND TO AND REASONS FOR RECOMMENDING THE OFFER |
+--+-------------------------------------------------------------+
In recent months, the COE Board has been mindful of COE's ability to take
advantage of the potential opportunities in a growing market. Although COE is
currently pitching for more projects than it has in the past, limited cash
resources and overseas infrastructure are restricting COE's ability to capture
the number and size of contracts that its products merit. In addition, COE's
share price performance has been impaired, in the COE Board's view, by a number
of factors, including COE's relatively small scale and resultant illiquidity.
Consequently, the COE Board has had cause to weigh both the costs and benefits
of maintaining an independent London quotation, with the potential but uncertain
future growth in equity value for investors.
Accordingly, following an approach by Digital Barriers, the COE Directors have
held detailed discussions regarding the terms of a potential acquisition of COE
by Digital Barriers. The COE Directors believe that the strategic rationale for
a combination with Digital Barriers is attractive, particularly in relation to
the holistic strategic view and contacts Digital Barriers is able to bring in
order to capture fully the potential market opportunity. In addition, Digital
Barriers has the ability to provide COE with the additional resources required
in order to implement its future growth strategy.
The COE Directors have reviewed a number of options in the past 12 months in
connection with the growth of COE, through organic and acquisition opportunities
as well as a potential sale, and have considered a number of factors in deciding
to recommend the Offer, including valuation, deliverability and timing as well
as the potential impact on the existing business. The Offer represents a
significant premium of 63.6 per cent. to the Closing Price of 5.5 pence per COE
Share on 29 July 2010 (being the last Business Day prior to this announcement).
Against this background, the COE Directors, as advised by Zeus, consider the
terms of the Offer to be fair and reasonable and that the Offer provides COE
Shareholders with the opportunity to realise, in cash, their investment in COE.
Accordingly, the COE Directors recommend acceptance of the Offer.
+--+-------------------------------------------------------------+
| 6.| IRREVOCABLE UNDERTAKINGS |
+--+-------------------------------------------------------------+
The COE Directors who hold COE Shares have entered into irrevocable undertakings
to accept, or procure the acceptance of, the Offer in respect of their
beneficial interests in COE Shares amounting, in aggregate, to 636,851 COE
Shares, representing 1.73 per cent. of the entire existing issued ordinary share
capital of COE. All of these undertakings remain binding, even in the event of
a higher competing offer for COE, unless the Offer lapses or is withdrawn.
In addition, certain COE Shareholders have entered into irrevocable undertakings
to accept, or procure the acceptance of, the Offer in respect of their
beneficial interests in COE Shares amounting, in aggregate, to 22,464,639 COE
Shares, representing 61.14 per cent. of the entire existing issued ordinary
share capital of COE. All of these undertakings remain binding, even in the
event of a higher competing offer for COE, unless the Offer lapses or is
withdrawn or does not become wholly unconditional by 31 December 2010.
Accordingly, Digital Barriers has received irrevocable undertakings to accept,
or procure the acceptance of, the Offer from COE Shareholders in respect of, in
aggregate, 23,101,490 COE Shares, representing approximately 62.87 per cent. of
COE's entire existing issued ordinary share capital.
Further details of these irrevocable undertakings are set out in Appendix III to
this announcement.
+--+-------------------------------------------------------------+
| 7.| FINANCING OF THE OFFER |
+--+-------------------------------------------------------------+
The consideration payable under the Offer will be financed from Digital
Barriers' existing cash resources. Investec, which is acting as financial
adviser to Digital Barriers, is satisfied that Digital Barriers has the
necessary financial resources available to satisfy full acceptance of the Offer.
Full acceptance of the Offer, based on the assumptions set out in Appendix II to
this announcement, would involve a maximum cash payment of approximately GBP3.3
million.
+--+-------------------------------------------------------------+
| 8.| INFORMATION ON COE |
+--+-------------------------------------------------------------+
The business of COE was established in 1989 and COE was admitted to trading on
AIM in 2003. Since its inception, COE's focus has been to specialise in bringing
innovative products to the video surveillance market. This has culminated in the
successful development of COE's product range which includes, X-Net, X-Stream,
I-VUE, I-Command, Telecommand, and Smart Detect which offer high levels of video
quality and technological integration for surveillance activities across IP,
fibre and hybrid networks. COE products now feature in over 10,000 installations
worldwide.
On 27 July 2009, COE announced a milestone contract to provide a major upgrade
to the surveillance over three lines of the Seoul Metropolitan Subway network in
South Korea. This contract was worth over GBP1.0 million in revenue to COE and
was successfully shipped in June 2010.
+--+-------------------------------------------------------------+
| 9.| CURRENT TRADING OF COE |
+--+-------------------------------------------------------------+
COE released its unaudited half yearly results for the six months ended 31
December 2009 on 29 March 2010.
In these results, COE reported turnover of GBP1.175 million and an operating
loss of GBP0.426 million. It was highlighted that, due to the delivery timeline
of the order book, the revenue for the financial year to 30 June 2010 would be
heavily weighted towards the second half of the year.
The Seoul Metro contract, the revenue value for which is worth over GBP1.0
million, scheduled for delivery in the second half of the financial year, was
successfully shipped in June 2010.
As anticipated, COE has experienced improved revenue growth in the second half
of the financial year and revenues for the year ending 30 June 2010 were in line
with the prior year.
+--+------------------------------------------------------------+
| 10.| INFORMATION ON DIGITAL BARRIERS |
+--+------------------------------------------------------------+
Digital Barriers is a specialist provider of products and services to the
homeland security market. Digital Barriers was admitted to trading on AIM on 4
March 2010 as a cash shell with a strategy to seek to acquire specialist
products and services businesses or assets which the Digital Barriers Directors
believe can then be developed through the application of a focused homeland
security strategy and the Digital Barriers Directors' sector knowledge to create
a leading mid-market group. It is intended that these acquisitions will provide
Digital Barriers with specialist products and services that can then be sold to
homeland security end-customers, both in the UK and abroad, either directly or
through specialist prime system integrators, and to other channel sales
partners.
The Digital Barriers Directors believe that, by applying their expertise,
experience and relationships in the homeland security market to these
acquisitions, significant additional shareholder value can be created. Digital
Barriers has been founded by the leadership team behind Detica. Prior to its
sale to BAE Systems Holdings Limited in 2008, Detica was one of the UK's leading
specialist consultancies, working with those government departments with a
homeland security remit.
On 25 March 2010, Digital Barriers announced its first acquisition, the
acquisition of SAL, for a maximum consideration of GBP2.5 million. SAL is a
UK-based specialist supplier, installer and integrator of thermal imaging
equipment for perimeter surveillance, law enforcement and the protection of
high-profile target locations.
On 23 July 2010, Digital Barriers announced the acquisition of Overtis Solutions
for a consideration of GBP3.2 million. Overtis Solutions is a UK-based
specialist provider of integrated security solutions used in the protection of
high value physical, human and information assets on a global basis held by high
risk government departments, public sector bodies and major corporations.
Further information on Digital Barriers can be found at www.digitalbarriers.com.
+--+------------------------------------------------------------+
| 11.| DIRECTORS, MANAGEMENT AND EMPLOYEES OF COE |
+--+------------------------------------------------------------+
Digital Barriers attaches great importance to the skills and experience of the
current management team and employees of COE and expects that they will make a
valuable contribution to the future of the combined business.
Accordingly Digital Barriers intends to continue to maintain COE's position in
the surveillance solutions market. Digital Barriers intends to limit integration
activity in accordance with its stated strategy. COE will be managed within
Digital Barriers' governance framework following acquisition.
Digital Barriers has given assurances to the COE Directors that, upon the Offer
becoming or being declared unconditional in all respects, the existing
employment rights of COE management and the rights of all of COE's employees
will continue to be safeguarded and pension obligations complied with. The
non-executive COE Directors have agreed to resign from the COE Board following
the Offer becoming or being declared unconditional in all respects and will be
paid in full in respect of their notice periods.
Digital Barriers intends to continue the business of COE in broadly its current
form. There are currently no intentions regarding any major changes to the
business of COE nor the disposal of COE or a material part of the business of
COE over the next 12 months.
+--+------------------------------------------------------------+
| 12.| FURTHER DETAILS OF THE OFFER |
+--+------------------------------------------------------------+
The COE Shares to be acquired by Digital Barriers pursuant to the Offer will be
acquired fully paid and free from all liens, equities, charges, encumbrances,
rights of pre-emption and other third party rights and interests of any nature
whatsoever 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, paid or made on or after 29 July 2010.
There are no agreements or arrangements to which Digital Barriers is a party
which relate to the circumstances in which it may or may not invoke or seek to
invoke a condition of the Offer.
+--+------------------------------------------------------------+
| 13.| DISCLOSURE REQUIREMENTS OF THE CODE |
+--+------------------------------------------------------------+
Digital Barriers is not required to make any disclosures under Rule 8.1 (a) of
the Code. Neither Digital Barriers nor, so far as the Digital Barriers Directors
are aware, any person acting in concert with it, has any dealing arrangement of
the kind referred to in Note 11 to the definition of "acting in concert" as set
out in the Code.
+--+------------------------------------------------------------+
| 14.| COE SHARE OPTION SCHEMES |
+--+------------------------------------------------------------+
The Offer will extend to any COE Shares which are issued or unconditionally
allotted and fully paid (or credited as fully paid) before the date on which the
Offer closes (or, subject to the Code, by such earlier date as Digital Barriers
may decide), including COE Shares issued pursuant to the exercise of options
granted under the COE Share Option Schemes or otherwise.
All outstanding COE Options have exercise prices equal to or greater than the
Offer Price and, consequently, Digital Barriers, with the consent of the Panel,
does not intend to make appropriate proposals to the COE Optionholders for the
purposes of Rule 15 of the Code.
+--+------------------------------------------------------------+
| 15.| INDUCEMENT FEE |
+--+------------------------------------------------------------+
Digital Barriers has entered into an inducement fee arrangement with COE under
which a fee equivalent to one per cent. of the value of the Offer (on a fully
diluted basis) (inclusive of irrecoverable VAT) would be payable to Digital
Barriers by COE in certain circumstances, including: (i) where the COE Directors
do not unanimously recommend the Offer; (ii) where the COE Directors withdraw or
adversely modify their recommendation of the Offer or recommend a Third Party
Transaction (as defined therein) and thereafter the Offer lapses or is
withdrawn; and (iii) where a Third Party Announcement (as defined therein) is
made and the Third Party Transaction referred to in such announcement becomes or
is declared unconditional in all respects or is completed and as a result the
Offer lapses or is withdrawn. Before the inducement fee was agreed, Digital
Barriers confirmed to the COE Board that it would not make the Offer without
entering into this inducement fee arrangement with COE.
+--+------------------------------------------------------------+
| 16.| OVERSEAS SHAREHOLDERS |
+--+------------------------------------------------------------+
Unless otherwise determined by Digital Barriers and permitted by applicable law
and regulation, the Offer will not be made, directly or indirectly, in or into,
or by the use of the mails 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 a Restricted
Jurisdiction and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within a Restricted Jurisdiction.
Accordingly, 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 a Restricted Jurisdiction and persons receiving this announcement
(including, without limitation, custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send it in or into or from a Restricted
Jurisdiction. Doing so may render invalid any purported acceptance of the
Offer. The availability of the Offer to persons who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements. If you are in any doubt about
your position, you should consult your legal adviser in the relevant territory
without delay.
+--+------------------------------------------------------------+
| 17.| COMPULSORY ACQUISITION, CANCELLATION OF ADMISSION OF COE |
| | SHARES TO TRADING ON AIM AND PLUS AND RE-REGISTRATION |
+--+------------------------------------------------------------+
If Digital Barriers receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the COE Shares to which the Offer
relates and the Offer becomes or is declared unconditional in all respects,
Digital Barriers intends to exercise its rights pursuant to the provisions of
sections 974 to 991 (inclusive) of the 2006 Act to acquire compulsorily any
outstanding COE Shares not acquired or agreed to be acquired pursuant to the
Offer or otherwise.
Assuming that the Offer becomes or is declared unconditional in all respects,
Digital Barriers intends to procure the making of an application by COE to the
London Stock Exchange and to PLUS for the cancellation of the admission of the
COE Shares to trading on AIM and the PLUS-traded market respectively. It is
anticipated that such cancellations of trading will take effect no earlier than
20 business days after the Offer becomes or is declared unconditional in all
respects.
The cancellation of the trading of the COE Shares will significantly reduce the
liquidity and marketability of any COE Shares not assented to the Offer and
their value may be affected in consequence.
It is also proposed that, in due course, Digital Barriers will seek to procure
the re-registration of COE as a private company under the relevant provisions of
the 2006 Act.
+--+------------------------------------------------------------+
| 18.| GENERAL |
+--+------------------------------------------------------------+
The Offer Document and the Form of Acceptance will be published and sent to COE
Shareholders as soon as practicable and in any event within 28 days of this
announcement.
The bases and sources of certain financial information contained in this
announcement are set out in Appendix II to this announcement and definitions of
certain expressions used in this announcement are contained in Appendix IV to
this announcement.
In accordance with Rule 19.11 of the Code, a copy of this announcement will be
published on the following websites: www.digitalbarriers.com and www.coe.com.
Investec is acting exclusively as financial adviser to Digital Barriers. Zeus is
acting exclusively as financial adviser to COE.
ENQUIRIES
+-------------------------------------------+----------------------+
| DIGITAL BARRIERS | |
+-------------------------------------------+----------------------+
| | |
+-------------------------------------------+----------------------+
| Digital Barriers plc | +44 (0) 20 7940 4740 |
+-------------------------------------------+----------------------+
| Tom Black, Executive Chairman | |
+-------------------------------------------+----------------------+
| Colin Evans, Managing Director | |
+-------------------------------------------+----------------------+
| Zak Doffman, Strategy Director | |
+-------------------------------------------+----------------------+
| | |
+-------------------------------------------+----------------------+
| Investec, Financial Adviser and Broker to | +44 (0) 20 7597 5970 |
| Digital Barriers | |
+-------------------------------------------+----------------------+
| Andrew Pinder | |
+-------------------------------------------+----------------------+
| Erik Anderson | |
+-------------------------------------------+----------------------+
| Dominic Emery | |
+-------------------------------------------+----------------------+
| | |
+-------------------------------------------+----------------------+
| Financial Dynamics, PR Adviser to Digital | +44 (0) 20 7831 3113 |
| Barriers | |
+-------------------------------------------+----------------------+
| Edward Bridges | |
+-------------------------------------------+----------------------+
| Matt Dixon | |
+-------------------------------------------+----------------------+
| | |
+-------------------------------------------+----------------------+
| COE | |
+-------------------------------------------+----------------------+
| | |
+-------------------------------------------+----------------------+
| COE Group plc | +44 (0) 113 230 8800 |
+-------------------------------------------+----------------------+
| Alison Fielding, Non-Executive Chairman | |
+-------------------------------------------+----------------------+
| Ian Jefferson, Chief Executive Officer | |
+-------------------------------------------+----------------------+
| Mark Marriage, Technical Director | |
+-------------------------------------------+----------------------+
| | |
+-------------------------------------------+----------------------+
| Zeus, Financial Adviser and Broker to COE | +44 (0) 161 831 1512 |
+-------------------------------------------+----------------------+
| Alex Clarkson | |
+-------------------------------------------+----------------------+
| Nick Cowles | |
+-------------------------------------------+----------------------+
| Stephen Robinson | |
+-------------------------------------------+----------------------+
The COE Directors accept responsibility for the information contained in this
announcement relating to COE and its subsidiaries, themselves and their
immediate families and connected persons. The Digital Barriers Directors accept
responsibility for all of the other information contained in this announcement.
To the best of the knowledge and belief of the Digital Barriers Directors and
the COE Directors (who have taken all reasonable care to ensure that such is the
case) the information contained in this announcement for which they are
respectively responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Investec, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Digital Barriers and no
one else in connection with the Offer and this announcement and will not be
responsible to anyone other than Digital Barriers for providing the protections
afforded to clients of Investec nor for providing advice in relation to the
Offer or this announcement or any other matter referred to herein.
Zeus, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for COE and no one else in connection
with the Offer and this announcement and will not be responsible to anyone other
than COE for providing the protections afforded to clients of Zeus nor for
providing advice in relation to the Offer or this announcement or any other
matter referred to herein.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. The Offer will be made solely by means of the
Offer Document and the Form of Acceptance (in respect of certificated COE
Shares), which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted.
Unless otherwise determined by Digital Barriers and permitted by applicable law
and regulation, the Offer will not be made, directly or indirectly, in or into,
or by the use of the mails 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 a Restricted
Jurisdiction and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within a Restricted Jurisdiction.
Accordingly, 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 a Restricted Jurisdiction and persons receiving this announcement
(including, without limitation, custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send it in or into or from a Restricted
Jurisdiction. Doing so may render invalid any purported acceptance of the
Offer. The availability of the Offer to persons who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.
FORWARD LOOKING STATEMENTS
This announcement contains certain forward looking statements with respect to
the financial condition, results of operations and business of Digital Barriers
or the Digital Barriers Group and COE or the COE Group and certain plans and
objectives of the boards of directors of Digital Barriers and COE. These
forward looking statements can be identified by the fact that they do not relate
to historical or current facts. Forward looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words of similar
meaning. These statements are based on assumptions and assessments made by the
boards of directors of Digital Barriers and COE in the light of their experience
and their perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature,
forward looking statements involve risk and uncertainty and the factors
described in the context of such forward looking statements in this announcement
could cause actual results and developments to differ materially from those
expressed in or implied by such forward looking statements.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this announcement. Except as required by the Financial
Services Authority, the London Stock Exchange, the AIM Rules or any other
applicable law, Digital Barriers and COE assume no obligation to update or
correct the information contained in this announcement.
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 contact the
Panel's Market
Surveillance Unit on +44 (0)20 7638 0129.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, COE has
36,744,400 ordinary shares of 1 pence each in issue. The International
Securities Identification Number for COE's shares is BG00B0VQMW25.
APPENDIX I
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER
+-----+-------+----------+----------+----------+----------+----------+------------------------------------------------------------+
| The Offer, which will comply with the applicable rules and regulations of the London Stock Exchange and the Code and will |
| be governed by English law and subject to the jurisdiction of the courts of England and Wales, will be subject to the terms |
| and conditions set out below, in the Offer Document and (in respect of certificated COE Shares) in the Form of Acceptance: |
+---------------------------------------------------------------------------------------------------------------------------------+
| |
+---------------------------------------------------------------------------------------------------------------------------------+
| (a) | valid acceptances of the Offer being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. on the |
| | first closing date of the Offer or such later time(s) and/or date(s) as Digital Barriers may, with the consent of the |
| | Panel or subject to the Code, decide in respect of not less than 90 per cent. (or such lower percentage as Digital |
| | Barriers may decide) in nominal value of the COE Shares to which the Offer relates and not less than 90 per cent. (or |
| | such lower percentage as Digital Barriers may decide) of the voting rights carried by the COE Shares to which the |
| | Offer relates, provided that this condition will not be satisfied unless Digital Barriers and/or any of its |
| | wholly-owned subsidiaries shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise), COE |
| | Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at a general |
| | meeting of COE (including for this purpose, to the extent (if any) required by the Panel, any voting rights attaching |
| | to any COE Shares which may be unconditionally allotted or issued before the Offer becomes or is declared |
| | unconditional as to acceptances, whether pursuant to the exercise of any outstanding conversion or subscription rights |
| | or otherwise). For the purpose of this condition: |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (i) | the expression "COE Shares to which the Offer relates" shall be construed in |
| | | accordance with sections 974 to 991 (inclusive) of the 2006 Act; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | | |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | (ii) | COE Shares which have been unconditionally allotted but not issued shall be |
| | | deemed to carry the voting rights which they will carry on issue; and |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | | |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | (iii) | valid acceptance shall be treated as having been received in respect of any COE |
| | | Shares that Digital Barriers shall, pursuant to section 979(8) and, if |
| | | applicable, section 979(9) of the 2006 Act, be treated as having acquired or |
| | | unconditionally contracted to acquire by virtue of acceptances of the Offer; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | | |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| (b) | the passing at a general meeting (or at any adjournment thereof) of Digital Barriers Shareholders of any resolution or |
| | resolutions which are necessary or, in the opinion of Digital Barriers, desirable to approve, fund, effect and |
| | implement the Offer and the Acquisition; |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | | |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| (c) | to the extent that the acquisition of the COE Shares would constitute a relevant merger within the meaning of section |
| | 23 of the Enterprise Act 2002, the Office of Fair Trading indicating, in terms reasonably satisfactory to Digital |
| | Barriers, that it does not intend to refer the proposed Acquisition, or any aspect of it, to the Competition |
| | Commission; |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | | |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| (d) | no central bank, government or governmental, quasi-governmental, supranational, statutory, administrative or |
| | regulatory body, or any court, institution, investigative body, association, trade agency or professional or |
| | environmental body or any other similar person or body in any jurisdiction (each, a "Relevant Authority") having |
| | decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or |
| | enacted, made or proposed any statute, regulation, decision or order or having taken any other step or done anything |
| | and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably |
| | be expected to (in each case to an extent which is likely to be material and adverse in the context of the wider COE |
| | Group): |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (i) | restrict or restrain, prohibit, delay, impose additional adverse conditions or |
| | | obligations with respect to, or otherwise interfere with the implementation of, |
| | | the Offer or the Acquisition or any matters arising therefrom; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (ii) | result in a material delay in the ability of Digital Barriers, or render Digital |
| | | Barriers unable, to acquire some or all of the COE Shares; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (iii) | require, prevent or delay the divestiture (or alter the terms envisaged for such |
| | | divestiture) by any member of the wider Digital Barriers Group or any member of |
| | | the wider COE Group of all or a material portion of their respective businesses, |
| | | assets or properties or impose any material limitation on the ability of any of |
| | | them to conduct their businesses or own their respective assets or properties or |
| | | any part thereof; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (iv) | impose any limitation on, or result in a delay in, the ability of any member of |
| | | the wider Digital Barriers Group to acquire or hold or exercise effectively, |
| | | directly or indirectly, all or any rights of ownership of shares or other |
| | | securities of any member of the wider COE Group or on the ability of any member |
| | | of the wider COE Group to hold or exercise effectively, directly or indirectly, |
| | | all or any rights of ownership of shares or other securities or to exercise |
| | | management control over any other member of the wider COE Group; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (v) | require any member of the wider Digital Barriers Group or the wider COE Group to |
| | | offer to acquire any shares or other securities or rights thereover in any |
| | | member of the wider COE Group owned by any third party; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (vi) | make the Offer or its implementation or the proposed acquisition by Digital Barriers of any shares or |
| | | other securities in COE or the acquisition or control of COE or any member of the wider COE Group, |
| | | illegal, void or unenforceable in or under the laws of any jurisdiction or directly or indirectly |
| | | restrict or delay, prohibit or otherwise interfere in a material way with the implementation of, or |
| | | impose additional conditions or obligations with respect to, or otherwise challenge, the Offer or the |
| | | Acquisition, or control of COE, by Digital Barriers; |
+-----+------------------+--------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (vii) | result in any member of the wider COE Group ceasing to be able to carry on |
| | | business under any name under which it presently does so, the consequences of |
| | | which would be material in the context of the COE Group taken as a whole; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (viii) | impose any limitation on the ability of any member of the wider Digital Barriers |
| | | Group or the wider COE Group to conduct or co-ordinate or integrate its |
| | | business, or any part of it, with the business of any other member of the wider |
| | | Digital Barriers Group or the wider COE Group; or |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (ix) | otherwise adversely affect the business, assets, prospects or profits of any member of the wider |
| | | Digital Barriers Group or the wider COE Group, |
+-----+------------------+--------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | and all applicable waiting and other time periods during which any such 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; |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| (e) | all material authorisations, orders, grants, recognitions, consents, confirmations, clearances, licences, permissions |
| | and approvals ("authorisations") required by law in any jurisdiction for or in respect of the Offer and the proposed |
| | acquisition of any shares or securities, directly or indirectly, in, or control of, COE or any member of the wider COE |
| | Group by any member of the wider Digital Barriers Group having been obtained in terms and/or form reasonably |
| | satisfactory to Digital Barriers from all appropriate Relevant Authorities or (without prejudice to the generality of |
| | the foregoing) from any persons or bodies with whom any member of the wider Digital Barriers Group or the wider COE |
| | Group has entered into contractual arrangements and such authorisations together with all material authorisations |
| | necessary for any member of the wider COE Group to carry on its business remaining in full force and effect and there |
| | being no notice or intimation of any intention to revoke, suspend, materially modify or not to renew the same and all |
| | necessary filings having been made, all appropriate waiting and other time periods (including extensions thereto) |
| | under any applicable legislation and regulations in any jurisdiction having expired, lapsed or been terminated and all |
| | necessary statutory or regulatory obligations in any jurisdiction in respect of the Offer or the proposed Acquisition |
| | or any matters arising therefrom having been complied with; |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| (f) | there being no provision of any agreement, permit, lease, licence or other instrument which is material to the wider |
| | COE Group and to which any member of the wider COE Group is a party or by or to which it or any of its assets may be |
| | bound or subject which, as a consequence of the making or implementation of the Offer or the Acquisition or because of |
| | a change in the control or management of COE or any member of the wider COE Group, could or might reasonably be |
| | expected to result in: |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (i) | any monies borrowed by, or other indebtedness (actual or contingent) of, or |
| | | grant available to, any member of the wider COE Group becoming repayable or |
| | | capable of being declared repayable immediately or earlier than the stated |
| | | maturity or repayment date or the ability of any member of the wider COE Group |
| | | to borrow moneys or incur indebtedness being or becoming capable of being |
| | | withdrawn or inhibited; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (ii) | any such agreement, arrangement, permit, lease, licence or other instrument or |
| | | any right, interest, liability or obligation of any member of the wider COE |
| | | Group therein, being terminated or adversely modified or affected or any adverse |
| | | action being taken or any onerous obligation or liability arising thereunder; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (iii) | any mortgage, charge or other security interest being created over the whole or |
| | | any part of the business, property or assets of any member of the wider COE |
| | | Group or any such security (whenever arising) becoming enforceable; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (iv) | the value of any member of the wider COE Group or its financial or trading position or prospects being |
| | | prejudiced or adversely affected; |
+-----+------------------+--------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (v) | any assets or interests of any member of the wider COE Group being or falling to |
| | | be charged or disposed of or any right arising under which any such asset or |
| | | interest could be required to be disposed of or charged; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (vi) | the rights, liabilities, obligations or interests or business of any member of the wider COE Group in |
| | | or with any other person, firm or company (or any arrangement relating to such interest or business) |
| | | being terminated or adversely modified or affected; |
+-----+------------------+--------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (vii) | any member of the wider COE Group ceasing to be able to carry on |
| | | business under any name under which it currently does so; or |
+-----+---------------------------------------------------+-----------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (viii) | the creation of any liability, actual or contingent, by any member of the wider |
| | | COE Group; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| (g) | since 29 July 2010, save as Disclosed, no member of the COE Group having: |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (i) | (save for COE Shares issued pursuant to the exercise of options granted under |
| | | the COE Share Option Schemes or as between COE and wholly-owned subsidiaries of |
| | | COE ("Intra-COE Group Transactions")) issued or agreed to issue or authorised or |
| | | proposed the issue of additional shares of any class or securities convertible |
| | | into or rights, warrants or options to subscribe for or acquire any such shares |
| | | or convertible securities; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (ii) | other than to another member of the COE Group, recommended, declared, paid or |
| | | made or proposed to recommend, declare, pay or make any dividend, bonus or other |
| | | distribution (whether payable in cash or otherwise) other than dividends |
| | | lawfully paid to COE or wholly-owned subsidiaries of COE; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (iii) | save for Intra-COE Group Transactions, merged or demerged with or acquired any body corporate, partnership or |
| | | business; |
+-----+-------+-------------------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (iv) | save for Intra-COE Group Transactions, acquired, or (other than in the ordinary course of business) |
| | | disposed of, transferred, mortgaged or charged or created any security interest over any asset or any |
| | | right, title or interest in any asset (including shares and trade investments) or authorised, proposed |
| | | or announced any intention to do so which, in any such case, is material in the context of the COE |
| | | Group taken as a whole; |
+-----+------------------+--------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (v) | save for Intra-COE Group Transactions, issued or authorised or proposed the |
| | | issue of any debentures or incurred or increased any indebtedness or contingent |
| | | liability or made, authorised, proposed or announced an intention to propose any |
| | | change in its share or loan capital; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (vi) | entered into or varied or announced its intention to enter into or vary any |
| | | contract, transaction, commitment or arrangement (whether in respect of capital |
| | | expenditure or otherwise) which is of a long term (being a term longer than two |
| | | years) or unusual nature or which involves or could involve an obligation of a |
| | | nature or magnitude which, in any such case, is material in the context of the |
| | | COE Group taken as a whole or which is or is likely to be restrictive in any |
| | | material respect on the business of any member of the wider COE Group or the |
| | | wider Digital Barriers Group; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (vii) | entered into, implemented, authorised or proposed any reconstruction, |
| | | amalgamation, scheme of arrangement or other transaction or |
| | | arrangement otherwise than in the ordinary course of business or |
| | | announced any intention to do so; |
+-----+---------------------------------------------------+-----------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (viii) | entered into, or varied in any material respect, the terms of any contract or |
| | | agreement with any of the directors or senior executives of COE or any of its |
| | | subsidiaries; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (ix) | taken or proposed any corporate action or had any legal proceedings started or threatened against it |
| | | or had any petition presented for its winding-up (voluntary or otherwise), dissolution or |
| | | reorganisation or appointed a receiver, administrator, administrative receiver, trustee or similar |
| | | officer in respect of all or any of its assets and/or revenues or taken any analogous proceedings in |
| | | any jurisdiction; |
+-----+------------------+--------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (x) | waived or compromised any claim other than in the ordinary course of business |
| | | which is material in the context of the wider COE Group taken as a whole; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (xi) | made any material amendment to its memorandum or articles of association; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (xii) | purchased, redeemed or repaid or proposed the purchase, redemption or repayment |
| | | of any of its own shares or other securities or reduced or made any other change |
| | | to any part of its share capital; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (xiii) | been unable or admitted that it is unable to pay its debts or having stopped or |
| | | suspended (or threatened to stop or suspend) payment of its debts generally or |
| | | ceased or threatened to cease carrying on all or a substantial part of its |
| | | business; and |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (xiv) | entered into, varied or modified any contract, commitment |
| | | or agreement with respect to any of the transactions, |
| | | matters or events referred to in this condition (g) or |
| | | announced an intention to do so; |
+-----+--------------------------------------------------------------+------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| (h) | since 29 July 2010, save as Disclosed: |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (i) | no litigation, arbitration, prosecution or other legal proceedings having been |
| | | instituted, announced or threatened or become pending or remaining outstanding |
| | | by or against any member of the wider COE Group or to which any member of the |
| | | wider COE Group is or may become a party (whether as claimant, respondent or |
| | | otherwise) and no enquiry or investigation by or complaint or reference to any |
| | | Relevant Authority or other investigative body having been threatened, |
| | | announced, implemented or instituted or remaining outstanding against or in |
| | | respect of any member of the wider COE Group which, in any such case, would or |
| | | might reasonably be expected adversely to affect any member of the wider COE |
| | | Group to an extent which is material in the context of the COE Group taken as a |
| | | whole; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (ii) | no material adverse change having occurred in the business, assets, financial or trading |
| | | position, profits or prospects of the wider COE Group taken as a whole; |
+-----+-----------------------------+---------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (iii) | no contingent or other liability having arisen which might reasonably be expected |
| | | materially adversely to affect the wider COE Group taken as a whole; |
+-----+-----------------------------+---------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (iv) | no investigation by any Relevant Authority having been threatened, announced, implemented |
| | | or instituted or remaining outstanding which in any case would be likely to have a material |
| | | adverse effect on the financial position of the COE Group taken as a whole; |
+-----+-----------------------------+---------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| (i) | save as Disclosed, Digital Barriers not having discovered that: |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (i) | any business, financial or other information concerning any member of the wider COE Group |
| | | publicly disclosed or disclosed to Digital Barriers at any time by or on behalf of any |
| | | member of the COE Group is misleading, contains a misrepresentation of fact or omits to |
| | | state a fact necessary to make the information contained therein not misleading which, in |
| | | any such case, is material and adverse in the context of the wider COE Group taken as a |
| | | whole; |
+-----+-----------------------------+---------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (ii) | any member of the wider COE Group is subject to any liability, actual or |
| | | contingent which is material in the context of the wider COE Group taken as a |
| | | whole; |
+-----+----------------------------------------+----------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (iii) | any past or present member of the wider COE Group has not complied with all applicable legislation or |
| | | regulations of any jurisdiction with regard to the storage, disposal, discharge, spillage, leak or |
| | | emission of any waste or hazardous substance or any substance likely to impair the environment or to |
| | | harm human health or otherwise relating to environmental matters (which non-compliance might give rise |
| | | to any liability (whether actual or contingent) on the part of any member of the wider COE Group which |
| | | is material and adverse in the context of the COE Group taken as a whole) or that there has otherwise |
| | | been any such disposal, discharge, spillage, leak or emission (whether or not the same constituted a |
| | | non-compliance by any person with any such legislation or regulations and wherever the same may have |
| | | taken place) which in any such case might give rise to any liability (whether actual or contingent) on |
| | | the part of any member of the wider COE Group which is material in the context of the COE Group taken |
| | | as a whole; |
+-----+------------------+--------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (iv) | there is, or is likely to be, any liability (whether actual or contingent) 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 COE Group or any controlled waters under any environmental legislation, |
| | | regulation, notice, circular or order of any Relevant Authority or otherwise and which is material in |
| | | the context of the COE Group taken as a whole; or |
+-----+------------------+--------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | (v) | circumstances exist (whether as a result of the making of the Offer or otherwise) which would be |
| | | likely to lead to any Relevant Authority instituting, or whereby any member of the wider COE Group or |
| | | the wider Digital Barriers Group would be likely to be required to institute, an environmental audit |
| | | or take any other steps which in any such case would be likely to result in any actual or contingent |
| | | liability on the part of any member of the wider COE Group or the wider Digital Barriers Group to |
| | | improve or install new plant or equipment or make good, repair, re-instate or clean up any land or |
| | | other asset now or previously owned, occupied or made use of by any member of the wider COE Group |
| | | which liability is or is likely to be material in the context of the COE Group taken as a whole. |
+-----+------------------+--------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | Digital Barriers reserves the right to waive all or any of conditions (c) to (i) (inclusive) above, in whole or in |
| | part. Conditions (c) to (i) (inclusive) must be fulfilled or waived by midnight on the 21st day after the later of |
| | the first closing date of the Offer and the date on which condition (a) is fulfilled (or such later date as the Panel |
| | may agree). Digital Barriers shall be under no obligation to waive or treat as fulfilled any of conditions (c) to (i) |
| | (inclusive) by a date earlier than the latest date specified above for the fulfilment 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 of such conditions may not be capable of fulfilment. |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | If Digital Barriers is required by the Panel to make an offer for COE Shares under the provisions of Rule 9 of the |
| | Code, Digital Barriers may make such alterations to the conditions as are necessary to comply with the provisions of |
| | that Rule. |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | The Offer will lapse if, before 3.00 p.m. on the first closing date of the Offer or the date on which the Offer |
| | becomes or is declared unconditional as to acceptances (whichever is later), (i) the Offer or any part of it is |
| | referred to the Competition Commission; or (ii) following a request to the European Commission under Article 22(3) of |
| | Council Regulation 139/2004/EC (the "Regulation") in relation to the Offer or any part of it, which request is |
| | accepted by the European Commission, the European Commission initiates proceedings under Article 6(1)(c) of the |
| | Regulation. |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | |
+-----+---------------------------------------------------------------------------------------------------------------------------+
| | | | | | | | |
+-----+-------+----------+----------+----------+----------+----------+------------------------------------------------------------+
APPENDIX II
BASES AND SOURCES
Unless otherwise stated in this announcement:
+-----+-------------------------------------------------------------+
| (a) | financial information relating to COE has been extracted |
| | from the audited accounts of COE for the year ended 30 June |
| | 2009; |
| | |
+-----+-------------------------------------------------------------+
| (b) | the value of the fully diluted share capital of COE is |
| | calculated on the basis of (i) 36,744,400 COE Shares in |
| | issue on 29 July 2010 (being the last business day prior to |
| | the publication of this announcement) and (ii) no COE |
| | Shares subject to options outstanding under the COE Share |
| | Option Scheme on 29 July 2010 (being the last business day |
| | prior to the publication of this announcement) have an |
| | exercise price less than the Offer Price; and |
| | |
+-----+-------------------------------------------------------------+
| (c) | all prices quoted for COE Shares are Closing Prices. |
+-----+-------------------------------------------------------------+
APPENDIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS
Irrevocable undertakings to accept, or procure the acceptance of, the Offer have
been received by Digital Barriers from the following persons in respect of the
following interests in COE Shares:
+----------------------+----------------+-------------------+
| Name | Number of COE | Percentage of |
| | Shares | existing issued |
| | | share capital of |
| | | COE (%) |
+----------------------+----------------+-------------------+
| IP2IPO Limited1, 3 | 13,574,849 | 36.9 |
+----------------------+----------------+-------------------+
| Richard Farleigh1, 3 | 4,612,010 | 12.6 |
+----------------------+----------------+-------------------+
| Herald Investment | 3,652,780 | 9.9 |
| Trust plc1, 3 | | |
+----------------------+----------------+-------------------+
| IP Venture Fund1, 3 | 625,000 | 1.7 |
+----------------------+----------------+-------------------+
| Ian Jefferson1, 2 | 222,220 | 0.6 |
+----------------------+----------------+-------------------+
| Mark Marriage1, 2 | 81,300 | 0.2 |
+----------------------+----------------+-------------------+
| Alison Fielding1, 2 | 222,220 | 0.6 |
+----------------------+----------------+-------------------+
| Anton Elsborg1, 2 | 111,111 | 0.3 |
+----------------------+----------------+-------------------+
Notes:
+----+----------------------------------------------+
| 1. | These irrevocable undertakings to accept the |
| | Offer remain binding, even if a higher |
| | competing offer is announced by a third |
| | party. |
+----+----------------------------------------------+
| 2. | The number of COE Shares stated as being |
| | irrevocably committed excludes any COE |
| | Shares arising from the exercise of COE |
| | Options. |
+----+----------------------------------------------+
| 3. | These irrevocable undertakings to accept the |
| | Offer remain binding, even if a higher |
| | competing offer is announced by a third |
| | party unless the Offer lapses or is |
| | withdrawn or does not become wholly |
| | unconditional by 31 December 2010. |
+----+----------------------------------------------+
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement unless the context
otherwise requires:
+----------------------+------------------------------------------------+
| "2006 Act" | the Companies Act 2006 (as amended) |
+----------------------+------------------------------------------------+
| "Acquisition" | the proposed acquisition of the COE Shares by |
| | Digital Barriers to be effected by means of |
| | the Offer |
+----------------------+------------------------------------------------+
| "AIM" | AIM, the market of that name operated by the |
| | London Stock Exchange |
+----------------------+------------------------------------------------+
| "AIM Rules" | the rules governing the admission to, and |
| | operation of, AIM as set out in the AIM Rules |
| | for Companies published by the London Stock |
| | Exchange from time to time |
+----------------------+------------------------------------------------+
| "Australia" | the commonwealth of Australia, its states, |
| | territories or possessions |
+----------------------+------------------------------------------------+
| "business day" | a day (not being a Saturday, a Sunday or a |
| | public holiday) on which clearing banks in the |
| | City of London are open for normal business |
+----------------------+------------------------------------------------+
| "Canada" | Canada, its possessions, provinces and |
| | territories and all areas subject to its |
| | jurisdiction or any political subdivision |
| | thereof |
+----------------------+------------------------------------------------+
| "Closing Price" | the closing middle market quotation of a share |
| | as derived from the AIM Appendix of the Daily |
| | Official List |
+----------------------+------------------------------------------------+
| "Code" | The City Code on Takeovers and Mergers |
+----------------------+------------------------------------------------+
| "COE" | COE Group plc |
+----------------------+------------------------------------------------+
| "COE Directors" or | the directors of COE at the date of this |
| "COE Board" | announcement |
+----------------------+------------------------------------------------+
| "COE Group" | COE and its existing subsidiary undertakings |
+----------------------+------------------------------------------------+
| "COE Optionholders" | holders of COE Options |
+----------------------+------------------------------------------------+
| "COE Options" | options or other rights to acquire COE Shares |
| | under the COE Share Option Schemes or |
| | otherwise |
+----------------------+------------------------------------------------+
| "COE Share Option | the COE Group 2008 Share Option Plan and the |
| Schemes" | COE Group 1999 Unapproved Share Option Scheme |
+----------------------+------------------------------------------------+
| "COE Shareholders" | holders of COE Shares |
+----------------------+------------------------------------------------+
| "COE Shares" | the existing issued fully paid ordinary shares |
| | of 1 pence each in the capital of COE and any |
| | further such shares which are unconditionally |
| | allotted or issued and fully paid or credited |
| | as fully paid before the date on which the |
| | Offer closes (or such earlier date, not being |
| | earlier than the date on which the Offer |
| | becomes or is declared unconditional as to |
| | acceptances as Digital Barriers may, subject |
| | to the Code, decide) |
+----------------------+------------------------------------------------+
| "connected person" | has the meaning given to that term in section |
| | 252 of the 2006 Act |
+----------------------+------------------------------------------------+
| "Daily Official | the Daily Official List of the London Stock |
| List" | Exchange |
+----------------------+------------------------------------------------+
| "Dealing Disclosure" | the announcement concerning deals in relevant |
| | securities of any party to the Offer required |
| | for the purposes of Rule 8 of the Code |
+----------------------+------------------------------------------------+
| "Digital Barriers" | Digital Barriers plc |
+----------------------+------------------------------------------------+
| "Digital Barriers | the directors of Digital Barriers as at the |
| Directors" or | date of this announcement |
| "Digital Barriers | |
| Board" | |
+----------------------+------------------------------------------------+
| "Digital Barriers | Digital Barriers and its existing subsidiary |
| Group" | undertakings |
+----------------------+------------------------------------------------+
| "Digital Barriers | ordinary shares of 1 pence each in the capital |
| Shares" | of Digital Barriers |
+----------------------+------------------------------------------------+
| "Disclosed" | means (i) as disclosed in COE's report and |
| | accounts for the year ended 30 June 2009; (ii) |
| | as publicly announced by COE (by the delivery |
| | of an announcement to an authorised Regulatory |
| | Information Service prior to the date of this |
| | announcement); (iii) as disclosed in the Offer |
| | Document; or (iv) as otherwise disclosed in |
| | writing, or in the documentation or written |
| | information provided, to Digital Barriers or |
| | its advisers by or on behalf of COE prior to |
| | the date of this announcement in the context |
| | of the Offer |
+----------------------+------------------------------------------------+
| "Form of | the form of acceptance and authority relating |
| Acceptance" | to the Offer in respect of certificated COE |
| | Shares |
+----------------------+------------------------------------------------+
| "Investec" | Investec Bank plc |
+----------------------+------------------------------------------------+
| "IP" | internet protocol |
+----------------------+------------------------------------------------+
| "Japan" | Japan, its cities, prefectures, territories |
| | and possessions |
+----------------------+------------------------------------------------+
| "London Stock | London Stock Exchange plc |
| Exchange" | |
+----------------------+------------------------------------------------+
| "Offer" | the offer to be made by Digital Barriers, on |
| | the terms and subject to the conditions to be |
| | set out in the Offer Document and the Form of |
| | Acceptance (in respect of certificated COE |
| | Shares), to acquire all of the COE Shares |
| | (including, where the context requires, any |
| | subsequent revision, variation, extension or |
| | renewal of such offer) |
+----------------------+------------------------------------------------+
| "Offer Document" | the document containing the Offer |
+----------------------+------------------------------------------------+
| "Offer Period" | means the period commencing on the date of |
| | this announcement and ending upon the date the |
| | Offer becomes or is declared unconditional |
+----------------------+------------------------------------------------+
| "Offer Price" | 9 pence per COE Share |
+----------------------+------------------------------------------------+
| "Opening Position | the announcement containing details of |
| Disclosure" | interests or short positions in, or rights to |
| | subscribe for, any relevant securities of a |
| | party to the Offer if the person concerned has |
| | such a position required for the purposes of |
| | Rule 8 of the Code |
+----------------------+------------------------------------------------+
| "Overseas | COE Shareholders (or nominees of, or |
| Shareholders" | custodians, or trustees, or guardians for COE |
| | Shareholders) not resident in or citizens of |
| | or nationals of the United Kingdom |
+----------------------+------------------------------------------------+
| "Overtis Solutions" | the solutions division of Overtis Group |
| | Limited |
+----------------------+------------------------------------------------+
| "Panel" | the Panel on Takeovers and Mergers |
+----------------------+------------------------------------------------+
| "PLUS" | PLUS Markets plc |
+----------------------+------------------------------------------------+
| "PLUS-traded market" | the PLUS-traded market, the market of that |
| | name operated by PLUS |
+----------------------+------------------------------------------------+
| "pounds", "GBP" or | the lawful currency of the United Kingdom |
| "pence" | |
+----------------------+------------------------------------------------+
| "Restricted | the United States, Canada, Australia or Japan |
| Jurisdiction" | or any other jurisdiction where extension or |
| | acceptance of the Offer would violate the law |
| | of that jurisdiction |
+----------------------+------------------------------------------------+
| "Rule" | refers to a rule of the Code |
+----------------------+------------------------------------------------+
| "SAL" | Security Applications Limited (trading as D |
| | Ford Associates) |
+----------------------+------------------------------------------------+
| "United Kingdom" or | the United Kingdom of Great Britain and |
| "UK" | Northern Ireland |
+----------------------+------------------------------------------------+
| "US", "USA" or | the United States of America, its territories |
| "United States" | and possessions, any state of the United |
| | States of America and the District of Columbia |
| | and all other areas subject to its |
| | jurisdiction |
+----------------------+------------------------------------------------+
| "wider COE Group" | COE, its subsidiaries, subsidiary undertakings |
| | and associated undertakings and any other body |
| | corporate, partnership, joint venture or |
| | person in which COE and such undertakings |
| | (aggregating their interests) have an interest |
| | in 20 per cent. or more of the voting or |
| | equity capital (or the equivalent) |
+----------------------+------------------------------------------------+
| "wider Digital | Digital Barriers, its subsidiaries, subsidiary |
| Barriers Group" | undertakings and associated undertakings and |
| | any other body corporate, partnership, joint |
| | venture or person in which Digital Barriers |
| | and such undertakings (aggregating their |
| | interests) have an interest in 20 per cent. or |
| | more of the voting or equity capital (or the |
| | equivalent) |
+----------------------+------------------------------------------------+
| "Zeus" | Zeus Capital Limited |
+----------------------+------------------------------------------------+
Save where otherwise stated, for the purpose of this announcement,
"subsidiary", "subsidiary undertaking", "associated undertaking" and
"undertaking" shall be construed in accordance with the 2006 Act.
In this announcement, the singular includes the plural and vice versa, unless
the context otherwise requires.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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