Offer Update

 

TIDMCHW TIDMESN 
 
RNS Number : 7252B 
Chime Communications PLC 
30 October 2009 
 

 
 
Recommended offer by Chime Communications plc for the shares of Essentially 
Group Limited 
Offer unconditional in all respects 
1.  Level of acceptances 
On 22 September 2009, the boards of Chime Communications plc ("Chime") and 
Essentially Group Limited ("Essentially") announced a recommended offer by Chime 
for the entire issued and to be issued share capital of Essentially (the 
"Offer"). On 28 October 2009, Chime announced that, as at 1.00 p.m. on 27 
October 2009 (the "First Closing Date"), valid acceptances of the Offer had been 
received in respect of a total of 192,000,904 Essentially Shares representing 
approximately 85.07 per cent. of the entire issued share capital of Essentially 
and declared the Offer to be unconditional as to acceptances. 
The listing application in relation to the New Chime Shares to be issued 
pursuant to the Offer was approved by the UKLA earlier today and accordingly the 
Offer is now declared unconditional in all respects.  As at 3.00 p.m. on 30 
October 2009, valid acceptances of the Offer had been received in respect of a 
total of 206,354,385 Essentially Shares representing approximately 91.43 per 
cent. of the entire issued share capital of Essentially. 
Chime has allotted the New Chime Shares to those persons entitled to receive 
them pursuant to the terms of the Offer who had validly accepted the Offer as at 
the First Closing Date, conditional on admission of the New Chime Shares to 
listing on the Official List of the UKLA and to trading on the London Stock 
Exchange. It is anticipated that such New Chime Shares will be admitted to 
listing and trading on 2 November 2009. Further New Chime Shares will be issued 
and allotted on a weekly basis as necessary to satisfy the entitlements of those 
Essentially Shareholders who (i) have validly accepted the Offer since the First 
Closing Date; or (ii) who validly accept the Offer during the period that it 
remains open for acceptance. 
Prior to the posting of the Offer Document on 6 October 2009, Chime had received 
irrevocable undertakings to accept (or procure acceptance of) the Offer in 
respect of, in aggregate, 94,075,915 Essentially Shares, representing 
approximately 41.69 per cent. of the entire issued share capital of Essentially. 
Chime had also received non-binding letters of intent to accept the Offer in 
respect of, in aggregate, 28,005,142 Essentially Shares, representing 
approximately 12.41 per cent. of the entire issued share capital of Essentially. 
The level of acceptances of the Offer referred to above include acceptances 
received pursuant to such irrevocable undertakings and letters of intent. None 
of the acceptances of the Offer referred to above was received from any person 
acting in concert with Chime. 
Save as disclosed in this announcement and in the Offer Document, neither Chime, 
nor any person acting in concert with Chime, holds any interests in or rights 
over any Essentially Shares. 
2. Offer remains open for acceptance 
The Offer will remain open until further notice. 
If you hold Essentially Shares in certificated form and wish to accept the Offer 
but have not yet done so, the Form of Acceptance should be completed, signed, 
witnessed and returned as soon as possible. 
If you hold Essentially Shares in uncertificated form (that is, in CREST) and 
wish to accept the Offer but have not yet done so, an electronic acceptance 
should be sent through CREST so that the TTE instruction settles as soon as 
possible. If you hold Essentially Shares as a CREST sponsored member, you should 
refer to your CREST sponsor as only your CREST sponsor will be able to send the 
necessary TTE instruction to CREST. 
3.  Settlement 
The consideration (in the form of share certificates for the New Chime Shares to 
be issued pursuant to the Offer) due to Essentially Shareholders who have 
validly accepted the Offer before the date of this announcement will be 
despatched to them by 5.00 p.m. on 10 November 2009. The consideration due to 
Essentially Shareholders who validly accept the Offer after the date of this 
announcement but while the Offer remains open for acceptance will be despatched 
within 14 days of such acceptance. 
4.  Compulsory acquisition procedure 
As described in the Offer Document, as an acceptance level of not less than 90 
per cent. has been reached, Chime is now entitled to apply the provisions of 
Articles 116 to 118 and Article 121 of the Companies (Jersey) Law 1991 (as 
amended) to acquire compulsorily any outstanding Essentially Shares to which the 
Offer relates on the same terms as the Offer. Chime will write to Essentially 
Shareholders individually to notify them of the commencement of the compulsory 
acquisition procedure, which does not affect their right to accept the Offer in 
the normal way whilst it remains open for acceptance. 
5.  General 
Copies of the Offer Document and the Form of Acceptance together with the 
Prospectus produced in connection with the Offer and other documents required to 
be put on display for the purposes of the Offer are available for inspection 
during normal business hours on any business day free of charge at the 
registered office of Chime at 14 Curzon Street, London W1J 5HN and at the 
offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY throughout the 
period during which the Offer remains open for acceptance. 
The Offer Document, Form of Acceptance and Prospectus are available to view on 
Chime's website at http://www.chime.plc.uk  (in each case subject to certain 
restrictions relating to persons resident in restricted jurisdictions). 
Copies of the Prospectus are available for inspection by the public during 
normal business hours on any weekday (public holidays excepted) at the UK 
Listing Authority's Document Viewing Facility, which is situated at the 
Financial Services Authority, 25 North Colonnade, Canary Wharf, London E14 5HS. 
Terms defined in the Offer Document have the same meaning in this announcement. 
Enquiries: 
+------------------------------------------------+------------------------------------------------+ 
| Chime Communications plc                       |                                                | 
+------------------------------------------------+------------------------------------------------+ 
| Lord Bell                                      | Tel: [phone]                       | 
+------------------------------------------------+------------------------------------------------+ 
| Christopher Satterthwaite                      |                                                | 
+------------------------------------------------+------------------------------------------------+ 
| Bell Pottinger Corporate & Financial           |                                                | 
| (PR adviser to Chime)                          |                                                | 
|                                                |                                                | 
+------------------------------------------------+------------------------------------------------+ 
| Charles Cook                                   | Tel: [phone]                       | 
+------------------------------------------------+------------------------------------------------+ 
| Victoria Geoghegan                             |                                                | 
+------------------------------------------------+------------------------------------------------+ 
| Emma Kent                                      |                                                | 
+------------------------------------------------+------------------------------------------------+ 
| EPL Advisory LLP                               |                                                | 
| (Financial adviser to Chime)                   |                                                | 
+------------------------------------------------+------------------------------------------------+ 
| David Anderson                                 | Tel: [phone]                       | 
+------------------------------------------------+------------------------------------------------+ 
| Numis Securities Limited                       |                                                | 
| (Corporate broker and sponsor to Chime)        |                                                | 
+------------------------------------------------+------------------------------------------------+ 
| Nick Westlake                                  | Tel: [phone]                       | 
+------------------------------------------------+------------------------------------------------+ 
| Christopher Wilkinson                          |                                                | 
+------------------------------------------------+------------------------------------------------+ 
| Essentially Group Limited                      |                                                | 
+------------------------------------------------+------------------------------------------------+ 
| Bart Campbell                                  | Tel: [phone]                       | 
+------------------------------------------------+------------------------------------------------+ 
| Dwight Mighty                                  |                                                | 
+------------------------------------------------+------------------------------------------------+ 
| Cenkos Securities plc                          |                                                | 
| (Financial adviser to Essentially)             |                                                | 
+------------------------------------------------+------------------------------------------------+ 
| Ivonne Cantu                                   | Tel: [phone]                      | 
+------------------------------------------------+------------------------------------------------+ 
| Beth McKiernan                                 |                                                | 
+------------------------------------------------+------------------------------------------------+ 
 
 
This announcement is not intended to, and does not constitute, or form any part 
of an offer to sell or an invitation to purchase, otherwise acquire, subscribe 
for, sell or otherwise dispose of, any securities or the solicitation of an 
offer to purchase or subscribe for any securities in any jurisdiction, pursuant 
to the Offer or otherwise.  Any acceptance or other response to the Offer should 
be made only on the basis of information contained in or referred to in the 
Offer Document and, in respect of Essentially Shares held in certificated form, 
the Form of Acceptance. 
EPL Advisory LLP, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Chime and no one else in 
connection with the Offer and will not be responsible to anyone other than Chime 
for providing the protections afforded to its clients or for providing advice in 
relation to the Offer. 
Numis Securities Limited, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting exclusively for Chime and 
no one else in connection with the Offer and will not be responsible to anyone 
other than Chime for providing the protections afforded to its clients or for 
providing advice in relation to the Offer. 
Cenkos Securities plc, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting exclusively for Essentially and 
no one else in connection with the Offer and will not be responsible to anyone 
other than Essentially for providing the protections afforded to its clients for 
providing advice in relation to the Offer or in relation to the contents of this 
announcement or any transaction or any other matters referred to herein. 
Overseas jurisdictions 
The release, publication or distribution of this announcement in certain 
jurisdictions other than the United Kingdom may be restricted by law and 
therefore persons in such jurisdictions into which this announcement is 
released, published or distributed should inform themselves about and observe 
such restrictions. In particular, this announcement should not be distributed, 
forwarded to or transmitted in or into the United States of America, Canada, 
Australia, Jersey or Japan or any other jurisdiction where to do so would 
constitute a violation of the relevant laws in such jurisdiction. 
This announcement has been prepared for the purposes 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 and regulations of any jurisdiction outside of the 
United Kingdom. 
The availability of the Offer to persons who are not resident in and citizens of 
the United Kingdom may be affected by the laws of the relevant jurisdiction in 
which they are located. 
The Offer will not be made, directly or indirectly, in or into any jurisdiction 
where to do so would constitute a breach of securities laws in that 
jurisdiction, and the Offer will not be capable of acceptance from or within any 
such jurisdiction. Accordingly, copies of this announcement are not being, and 
must not be, directly or indirectly, mailed or otherwise forwarded, distributed 
or sent in, into or from any jurisdiction where to do so would constitute a 
breach of securities laws in that jurisdiction, and persons receiving this 
announcement (including custodians, nominees and trustees) must not mail or 
otherwise distribute or send it in, into or from such jurisdictions as doing so 
may invalidate any purported acceptance of the Offer. 
This announcement is not an offer of securities for sale in the United States, 
Australia, Canada, Jersey or Japan or in any other jurisdiction in which such an 
offer is unlawful. The New Chime Shares which will be issued in connection with 
the Offer have not been, and will not be, registered under the US Securities Act 
or under the securities law of any state, district or other jurisdiction of the 
United States or of Australia, Canada, Jersey or Japan, and no regulatory 
clearance in respect of the New Chime Shares has been, or will be, applied for 
in any jurisdiction other than the UK. The New Chime Shares may not be offered, 
sold, or delivered, directly or indirectly, in, into or from the United States 
except pursuant to an applicable exemption from, or in a transaction not subject 
to, the registration requirements of the US Securities Act or such other 
securities laws. The New Chime Shares may also not be offered, sold or 
delivered, directly or indirectly, in, into or from Australia, Canada, Jersey or 
Japan or to, or for the account or benefit of, any resident of Australia, 
Canada, Jersey or Japan except pursuant to an applicable exemption from, or in a 
transaction not subject to, applicable securities laws of those jurisdictions. 
In the United States, Australia, Canada, Jersey, Japan and any other overseas 
jurisdiction in which the offer or issuance of New Chime Shares would constitute 
a breach of applicable securities laws, absent an applicable exemption 
therefrom, Essentially Shareholders who otherwise validly accept the Offer will 
receive, in lieu of the New Chime Shares to which they would otherwise be 
entitled under the terms of the Offer, the net cash proceeds of the sale of such 
shares, as more fully set out in the Offer Document. 
Publication on the Chime and Essentially websites 
A copy of this announcement is and will be available for inspection free of 
charge, subject to certain restrictions relating to persons resident in 
restricted jurisdictions, on Chime's website at www.chime.plc.uk and 
Essentially's website at www.essentiallygroup.com 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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