Rule 8.4
24/02/2009 10:56am
UK Regulatory
TIDMEID
RNS Number : 7634N
Square Enix Holdings Co Limited
23 February 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
24 February 2009
OFFER UPDATE
Recommended Cash Offer
for
Eidos plc ("Eidos")
by
SQEX Ltd ("SQEX")
a wholly owned subsidiary of
Square Enix Holdings Co. Ltd
Further to the announcement made on 12 February 2009 of the recommended cash
offer for Eidos by SQEX (the "Announcement"), the Board of SQEX is pleased to
announce that it has acquired 2,000,000 Eidos Shares from Insight Investment
Management and 27,349,341 Eidos Shares from Pioneer Investment Management Ltd.
representing, in aggregate approximately 11.13 per cent of the issued share
capital of Eidos, at a price of 32 pence per Eidos Share. These shares were
previously subject of irrevocable undertakings from Insight Investment
Management and Pioneer Investment Management Ltd. to vote in favour of the
resolutions to be proposed at the Court Meeting and the EGM.
SQEX therefore continues to have irrevocable undertakings to vote in favour of
the resolutions to be proposed at the Court Meeting and the EGM in respect of,
in aggregate 84,947,489 Eidos Shares representing 32.23 per cent of the existing
share capital of Eidos.
SQEX also has a letter of intent in respect of 8,919,628 Eidos Shares
representing approximately 3.38 per cent. of the existing issued share capital
of Eidos.
Words and expressions defined in the Announcement shall, unless the context
otherwise requires, have the same meanings when used in this announcement.
+------------------------------------------------------------------+---------------------------------+
| Enquiries: | |
+------------------------------------------------------------------+---------------------------------+
| SQEX/Square Enix | |
+------------------------------------------------------------------+---------------------------------+
| Michihiro Sasaki | +81 3 5333 1144 |
| | |
+------------------------------------------------------------------+---------------------------------+
| UBS Investment Bank (Financial Adviser to SQEX/Square Enix) | |
+------------------------------------------------------------------+---------------------------------+
| Andrew Cowper | +44 20 7568 0000 |
| Thomas Onions | |
| | |
+------------------------------------------------------------------+---------------------------------+
UBS Investment Bank is acting exclusively for SQEX and Square Enix and no one
else in connection with the Offer and this announcement and will not be
responsible to anyone other than SQEX and Square Enix for providing the
protections afforded to clients of UBS Investment Bank, or for providing advice
in connection with the Offer or any matter referred to herein.
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Eidos, all "dealings" in any "relevant securities" of
Eidos (including by means of an option in respect of, or a derivative referenced
to, any such "relevant securities") must be publicly disclosed by no later than
3.30 pm (London time) on the Business Day following the date of the relevant
transaction. This requirement will continue until the date on which the Scheme
becomes effective or lapses or on which the "offer period" otherwise ends. If
two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire an "interest" in "relevant securities" of
Eidos, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Eidos by SQEX or Eidos, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, please contact an independent
financial adviser authorised under the Financial Services and Markets Act 2000,
consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel
on telephone number +44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013.
This information is provided by RNS
The company news service from the London Stock Exchange
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