Irrevocable Undertakings and Letters of Intent

 
TIDMCOO 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY RESTRICTED JURISDICTION OR OTHER JURISDICTION WHERE TO DO SO WOULD 
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
 
                                                               10 November 2011 
 
                RECOMMENDED CASH OFFER WITH A SHARE ALTERNATIVE 
 
                                      FOR 
 
                            COOLABI PLC ("COOLABI") 
 
                                      BY 
 
                        NORTH PROMOTIONS PLC ("NORTH") 
 
                Irrevocable undertakings and letters of intent 
 
Further to the announcement made on 28 October 2011, North has now received 
letters of intent from ProVen Growth and Income VCT plc and ProVen VCT plc to 
accept the Offer in relation to their entire holdings amounting to 2,402,379 
Coolabi Shares in aggregate, representing 3.76 per cent. of the fully diluted 
share capital. 
 
These letters of intent will lapse and be of no effect if, inter alia, a third 
party announces a firm intention to make an offer under Rule 2.7 of the Code 
for all of the issued share capital of Coolabi which values a Coolabi Share at 
more than 10 per cent. of the value of the Offer (the "Higher Competing 
Offer"). 
 
North has received irrevocable undertakings from the Coolabi Management 
Directors and Avonglen Limited, a company through which certain of the Coolabi 
Management Directors provide services and indirectly hold Coolabi Shares, EPVCT 
and certain other shareholders to accept the Offer in respect of a total of 
34,258,512 Coolabi Shares, representing 53.66 per cent., of the fully diluted 
share capital of Coolabi. 
 
In addition, North has now obtained letters of intent to accept the Offer in 
respect of an aggregate of 6,530,255 Coolabi Shares, representing 10.23 per 
cent. of the fully diluted share capital Coolabi. 
 
North has also received irrevocable undertakings from the Independent Directors 
and certain other shareholders to vote in favour of the Ordinary Resolution to 
approve the Offer in respect of a total of 18,193,220 Coolabi Shares, 
representing 41.24 per cent., of the votes that may be cast in the resolution. 
 
Further, the irrevocable undertakings North has received from the Coolabi 
Management Directors, EPVCT and Avonglen Limited elect for the Share 
Alternative in respect of a total of 19,730,309 Coolabi Shares, representing 
30.90 per cent. of the fully diluted share capital of Coolabi. 
 
A summary of the irrevocable undertakings given by the Coolabi Directors and 
Coolabi Shareholders and letters of intent received from Coolabi Shareholders 
is contained in Appendix I to this announcement. 
 
Defined terms used in this announcement have the same meaning as set out in 
Appendix VI to the Offer Announcement. 
 
Enquiries: 
 
Evolution Securities Limited (sole financial adviser and Nominated Adviser to 
Coolabi) 
 
Jeremy Ellis                                           Tel: [phone] 
 
Chris Clarke 
 
Merchant Securities Limited (sole financial adviser to 
North) 
 
David Worlidge                                         Tel: [phone] 
 
Virginia Bull 
 
FURTHER INFORMATION 
 
This announcement is not intended to, and does not, constitute or form part of 
an offer to sell, or otherwise dispose of, or constitute an invitation or the 
solicitation of an offer to purchase, subscribe for or otherwise acquire any 
securities or the solicitation of any vote or approval in any jurisdiction, 
pursuant to the Offer or otherwise. The Offer will be made solely by means of 
the Offer Document, which will contain the full terms and conditions of the 
Offer (including details of how to accept the Offer). Any acceptance of the 
Offer should be made only on the basis of the information contained in the 
Offer Document. Coolabi Shareholders are advised to read the formal 
documentation in relation to the Offer carefully. 
 
Please be aware that addresses, electronic addresses and certain other 
information provided by Coolabi Shareholders, persons with information rights 
and other relevant persons for the receipt of communications from Coolabi may 
be provided to North during the offer period as required under Section 4 of 
Appendix 4 of the Code. 
 
Merchant Securities is authorised by the Financial Services Authority. Merchant 
Securities is acting exclusively for North and no one else in connection with 
the Offer and will not be responsible to anyone other than North for providing 
the protections afforded to clients of Merchant Securities, or for providing 
advice in connection with the Offer or any matter referred to herein. 
 
Evolution Securities is acting exclusively for Coolabi and no one else in 
connection with the Offer and will not be responsible to anyone other than 
Coolabi for providing the protections afforded to clients of Evolution 
Securities or for providing advice in connection with the Offer or any matter 
referred to herein. 
 
Overseas Shareholders 
 
This announcement is for information purposes only and does not constitute an 
offer to sell or an invitation to purchase any securities or the solicitation 
of an offer to buy any securities, pursuant to the Offer or otherwise. The 
Offer will be made solely by means of an Offer Document and the Form of 
Acceptance accompanying the Offer Document in respect of Coolabi Shares in 
certificated form, which will contain the full terms and conditions of the 
Offer, including details of how the Offer may be accepted. 
 
This announcement has been prepared for the purpose of complying with English 
law and the City Code and the information disclosed may not be the same as that 
which would have been disclosed if this announcement had been prepared in 
accordance with the laws of jurisdictions outside the United Kingdom. 
 
The release, publication or distribution of this announcement in certain 
jurisdictions may be restricted by law. Persons who are not resident in the 
United Kingdom or who are subject to other jurisdictions should inform 
themselves of, and observe, any applicable requirements. 
 
Unless otherwise determined by North or required by the City Code, and 
permitted by applicable law and regulation, the Offer will not be made, 
directly or indirectly, in, into or from a Restricted Jurisdiction where to do 
so would violate the laws in that jurisdiction, and the Offer will not be 
capable of acceptance from or within a Restricted Jurisdiction. Accordingly, 
copies of this announcement and all documents relating to the Offer are not 
being, and must not be, directly or indirectly, mailed or otherwise forwarded, 
distributed or sent in, into or from a Restricted Jurisdiction where to do so 
would violate the laws in that jurisdiction, and persons receiving this 
announcement and all documents relating to the Offer (including custodians, 
nominees and trustees) must not mail or otherwise distribute or send them in, 
into or from such jurisdictions as doing so may invalidate any purported 
acceptance of the Offer. 
 
The availability of the Offer to Coolabi Shareholders who are not resident in 
the United Kingdom may be affected by the laws of the relevant jurisdictions in 
which they are resident. Persons who are not resident in the United Kingdom 
should inform themselves of, and observe, any applicable requirements. 
 
Disclosure requirements of the Takeover Code (the "Code") 
 
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 http:// 
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. You should contact the Panel's Market Surveillance Unit on 
[phone] if you are in any doubt as to whether you are required to 
make an Opening Position Disclosure or a Dealing Disclosure, 
 
Evolution Securities confirms that it has given and not withdrawn its consent 
to the publication of this announcement with the inclusion of its 
recommendation and opinion in the form and context in which it is included. 
 
Publication on Website 
 
In accordance with Rule 30.4(c) of the Code, a copy of this announcement will 
be made available, subject to certain restrictions relating to persons resident 
in a Restricted Jurisdiction, free of charge, on Coolabi's website at 
www.coolabi.com by no later than 12 noon on 11 November 2011. 
 
You may request a hard copy of this announcement, free of charge, by contacting 
the Merchant securities on [phone].You may also request that all 
future documents, announcements and information to be sent to you in relation 
to the Offer should be in hard copy form. 
 
APPENDIX I 
 
                IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT 
 
Directors 
 
The Coolabi Management Directors and their concert parties have given 
irrevocable undertakings to accept the Offer and receive the Share Alternative 
as follows: 
 
Name                        Number of Coolabi Shares     Percentage of existing 
                                                          issued ordinary share 
                                                             capital of Coolabi 
 
William Harris                               954,166                       1.51 
 
Jeremy Banks                                 700,000                       1.11 
 
Avonglen Limited*                            458,333                       0.73 
 
Total                                      2,112,499                       3.35 
 
* Avonglen Limited is a company in which William Harris and Tim Ricketts each 
hold a 33.33 per cent. shareholding and are both directors. 
 
These undertakings will cease to have effect if: 
 
  * the Offer Document is not posted within 28 days of the 2.7 announcement (or 
    within such longer period as Coolabi, with the consent of the Panel, 
    determines); or 
 
  * the Offer lapses or is withdrawn. 
 
The Independent Directors have given irrevocable undertakings to accept the 
Offer, vote in favour of the Ordinary Resolution and receive cash as follows: 
 
Name                        Number of Coolabi Shares     Percentage of existing 
                                                          issued ordinary share 
                                                             capital of Coolabi 
 
Nicholas James                               250,000                       0.40 
 
Linda James                                  129,526                       0.20 
 
Stuart Lindsay                                83,333                       0.13 
 
Total                                        462,859                       0.73 
 
These undertakings will cease to have effect if: 
 
  * the Offer Document is not posted within 28 days of the 2.7 announcement (or 
    within such longer period as Coolabi, with the consent of the Panel, 
    determines); 
 
  * a new offer being received from a third party with a value greater than 10 
    per cent. of the Offer; or 
 
  * the Offer lapses or is withdrawn. 
 
Other Shareholders 
 
Certain other Coolabi Shareholders have given irrevocable undertakings to 
accept the Offer and receive cash as follows: 
 
Name                               Number of Coolabi     Percentage of existing 
                                              Shares      issued ordinary share 
                                                             capital of Coolabi 
 
MD Barnard & Company Limited               6,940,833                      11.02 
 
Herald Investment Management               2,990,000                       4.75 
 
Amati Global Investors                     2,135,883                       3.39 
 
Antony Jordon                              1,998,628                       3.17 
 
Total                                     14,065,344                      22.32 
 
These undertaking will cease to have effect if: 
 
  * the Offer Document is not posted within 28 days of the 2.7 announcement (or 
    within such longer period as Coolabi, with the consent of the Panel, 
    determines); or 
 
  * in the case of MD Barnard & Company Limited, Herald Investment Management 
    and Antony Jordan, a new offer being received from a third party with a 
    value greater than 10 per cent. of the price of the cash offer; or 
 
  * in the case of Amati Global Investors, a new offer being received from a 
    third party with a value greater than one per cent. of the price of the 
    cash offer; or 
 
  * the Offer lapses or is withdrawn. 
 
BlackRock has given a letter of intent stating that it intends to accept the 
Offer in relation to its entire holding of 4,127,876 Coolabi Shares, 
representing 6.47 per cent. of the fully diluted share capital. 
 
ProVen Growth and Income VCT plc and ProVen VCT plc have given letters of 
intent stating that they intend to accept the Offer in relation to their entire 
holdings amounting to 2,402,379 Coolabi Shares in aggregate, representing 3.76 
per cent. of the fully diluted share capital. 
 
EPVCT have given an irrevocable undertaking to accept the Offer and receive the 
Share Alternative as follows: 
 
Name                       Number of Coolabi Shares        Percentage of fully 
                                                        diluted ordinary share 
                                                            capital of Coolabi 
 
Edge Performance VCT PLC                 17,617,810                      27.59 
 
 
* Includes 832,770 Coolabi Shares as a result of conversion of the Convertible 
loan Note. 
 
The undertaking from EPVCT will cease to have effect if: 
 
  * the Offer Document is not posted within 28 days of the 2.7 announcement (or 
    within such longer period as Coolabi, with the consent of the Panel, 
    determines); or 
 
  * the Offer lapses or is withdrawn. 
 
 
 
END