|Looking more and more like a shame - this RNS is just kicking us poor shareholders when we're down :
24 January 2007
For immediate release 24 January 2007
Kuju plc ('Kuju' or 'the Company')
Kuju confirms a new project for Brighton Studio with Sega Publishing Europe
Kuju, one of Europe's leading independent game developers, today announces a new
project for Kuju's Brighton studio. This project is being published and funded
by Sega Publishing Europe Limited.
For further information please contact:
Jonathan Newth, CEO
Tel: 01483 414 344
|Yes - a "done deal"
|Investors Chronicle suggests investors Accept the offer.|
|Offer Update - Kuju plc
S.P. Angel Corporate Finance LLP
09 January 2007
For immediate release 9 January 2007
Not for release, publication or distribution in or into the Republic of Ireland,
the United States of America, Canada, Australia or Japan
RECOMMENDED CASH OFFER
S.P. ANGEL CORPORATE FINANCE LLP
on behalf of
CATALIS DEVELOPMENT SERVICES LIMITED
(a wholly-owned subsidiary of CATALIS N.V.)
LEVEL OF ACCEPTANCES
OFFER UNCONDITIONAL TO ACCEPTANCES
EXTENSION OF OFFER
On 18 December 2006, S.P. Angel Corporate Finance LLP made a recommended cash
offer (the 'Offer') on behalf of Catalis Development Services Limited ('CDS' or
the 'Offeror'), a wholly-owned subsidiary of Catalis N.V. ('Catalis '), for the
entire issued and to be issued share capital of Kuju Plc ('Kuju') not already
owned by Catalis. At 18 December 2006, Catalis held 2,087,830 Kuju Shares,
representing approximately 13.2 per cent. of Kuju's existing issued ordinary
The directors of CDS and Catalis are pleased to announce that the Offer has been
declared unconditional as to acceptances.
As at 1.00 p.m. (London time) on 8 January 2007, the first closing date of the
Offer, valid acceptances of the Offer had been received in respect of a total
of 9,215,717 Kuju Shares, representing approximately 67.3 per cent. of the Kuju
Shares to which the Offer relates ('Offer Shares') and representing
approximately 58.4 per cent. of Kuju's existing issued ordinary share capital.
In addition, acceptances of the Offer have been received in respect of a further
586,275 Kuju Shares, representing approximately 4.3 per cent. of the Offer
Shares and representing approximately 3.7 per cent. of Kuju's existing issued
ordinary share capital, which require further action to be taken before they can
be counted as valid acceptances.
On 18 December 2006, the directors of CDS and Catalis announced that they had
received irrevocable undertakings to accept the Offer in respect of 8,614,437
Kuju Shares, representing approximately 63.0 per cent. of the Offer Shares and
approximately 54.6 per cent. of the existing issued ordinary share capital of
Kuju. Valid acceptances have been received in respect of 8,159,892 of those
Kuju Shares, representing approximately 59.6 per cent. of the Offer Shares and
representing approximately 51.7 per cent. of Kuju's existing issued ordinary
In addition, acceptances of the Offer have been received in respect of the
balance of irrevocable undertakings, being 454,545 Kuju Shares, representing
approximately 3.3 per cent. of the Offer Shares and representing approximately
2.9 per cent. of Kuju's existing issued ordinary share capital, which require
further action to be taken before they can be counted as valid acceptances.
In the period from 18 December 2006 (being the date on which the Offer was made)
to 8 January 2007 (inclusive), S.P. Angel & Co Limited, acting on behalf of
CDS, has purchased in the market a total of 1,680,000 Kuju Shares representing
approximately 12.3 per cent. of the Offer Shares and representing approximately
10.7 per cent. of Kuju's existing issued ordinary share capital.
Accordingly, as at 1.00 p.m. (London time) on 8 January 2007, CDS has acquired
or received valid acceptances under the Offer in respect of a total of
10,895,717 Offer Shares, representing approximately 79.6 per cent. of the Offer
Shares and representing approximately 69.1 per cent. of Kuju's existing issued
ordinary share capital. As at 1.00 p.m. (London time) on 8 January 2007, CDS
and Catalis therefore own, have acquired or have received valid acceptances
under the Offer in respect of a total of 12,983,547 Kuju Shares, representing
approximately 82.3 per cent. of Kuju's existing issued ordinary share capital.
The directors of CDS and Catalis announce that the Offer has been extended for a
period of 21 days and will therefore remain open for acceptance until 1.00 p.m.
(London time) on 29 January 2007.
Kuju Shareholders who have not yet accepted the Offer and who hold Kuju Shares
in certificated form are urged to complete, sign and return the Form(s) of
Acceptance by hand (during normal business hours) or by post as soon as
possible but no later than 1.00 p.m. (London time) on 29 January 2007, to the
receiving agents to the Offer, Capita Registrars at Capita Registrars,
Corporate Actions, PO Box 166, The Registry, 34 Beckenham Road, Beckenham, Kent
Additional Forms of Acceptance are available from Capita Registrars, by
telephoning 0870 162 3121, or if calling from outside the UK, on +44 20 8639
If you hold your Kuju Shares in uncertificated form (that is, in CREST) you are
urged to accept the Offer by TTE instructions as soon as possible and, in any
event, so as to be settled not later than 1.00 p.m. (London time) on 29 January
All terms defined in the Offer Document have the same meaning in this
announcement, unless the context requires otherwise.
Save as disclosed above, no Kuju Shares have been acquired or agreed to be
acquired by or on behalf of CDS or any person acting in concert with CDS during
the Offer Period and neither CDS nor any person acting in concert with CDS has
the benefit of any irrevocable commitment or letter of intent in respect of any
Kuju Shares or has any interest in any Kuju Shares, or any short position
(whether conditional or absolute and whether in the money or otherwise and
including any short position under a derivative), any agreement to sell, any
delivery obligation, any right to require another person to purchase or take
delivery in respect of any Kuju Shares, any right to subscribe for any Kuju
Shares or any stock borrowing or lending arrangement in respect of any Kuju
+49 89 2111 280
S.P. Angel Corporate Finance LLP
(Financial adviser to Catalis Development Services Limited and Catalis N.V.)
+44 (0)20 7647 9641
Chief Executive Officer
+44 (0)1483 414 344
Noble & Company Limited
(Financial adviser and broker to Kuju plc)
+44 (0)20 7763 2200
The CDS Directors accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the CDS Directors (who
have taken all reasonable care to ensure that such is the case) the information
contained in this Announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This announcement does not constitute, or form part of, an offer or solicitation
of any 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 is being made solely by the Offer Document and (in respect
of certificated Kuju Shares) the Form of Acceptance, which together contain the
full terms and conditions of the Offer, including details of how the Offer may
The availability of the Offer to Kuju Shareholders who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located. In particular, the Offer has not be made directly or
indirectly in or into a Restricted Jurisdiction. Persons who are not resident in
the United Kingdom should inform themselves about, and observe any applicable
legal or regulatory requirements.
Unless determined by CDS and permitted by applicable law and regulation, the
Offer has not been, and will not be, made, directly or indirectly, in or into,
or by the use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone or e-mail) of
interstate or foreign commerce of, or by any facilities of a national
securities exchange of, a Restricted Jurisdiction and the Offer is not capable
of acceptance by any such use, means, instrumentality or facility or from
within a Restricted Jurisdiction. Accordingly, copies of this announcement and
any other documents related 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, and persons receiving such documents
(including, without limitation, custodians, nominees and trustees) must not mail
or otherwise distribute or send such documents in, into or from a Restricted
Jurisdiction as doing so may invalidate any purported acceptance of the Offer.
S.P. Angel Corporate Finance LLP, an appointed representative of S.P. Angel &
Co. Limited, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to CDS
and Catalis and no one else in connection with the Offer and this announcement
and will not be responsible to anyone other than CDS and Catalis for providing
the protections afforded to clients of S.P. Angel Corporate Finance LLP nor for
providing advice in connection with the Offer or this announcement or any matter
referred to in this announcement.
Noble & Company Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively as financial adviser
to Kuju and no one else in connection with the Offer and this announcement and
will not be responsible to anyone other than Kuju for providing the protections
afforded to customers of Noble & Company Limited nor for providing advice in
connection with the Offer or this announcement or any matter referred to in
This information is provided by RNS
The company news service from the London Stock Exchange
|saintloup - incorrect. Only when acceptances get to 90% can the buyer make all the remaining shareholders sell.|
|If more than 75% of the shares vote to accept the offer, it'll go through, and al shareholders, irrespective of how they voted, will have their shares bought at 25p.|
|Mike, I'd give iDealing a huge kick if I were you. This is the message my broker sent me on December 21st :
Your holding of Kuju Plc is subject to a Recommended Cash Offer by Catalis Development Services Limited. For every share held you are being offered 25p in cash.
It is most important that you email firstname.lastname@example.org (Please do not press 'Reply' to this message) by the 2nd of January 2007 to let us know whether you wish to accept the offer. If you do not respond to this exact address we cannot take any responsibility if your instruction is missed.
If we do not hear from you by the 2nd of January we will take no action on your account.
In the mean-time, if you require any further information or assistance please do not hesitate to let us know."
As 2nd Jan has now passed, you might have missed the chance to accept the offer.
I'd give them a rollocking.|
|Mine are held in a nominee acc. and I was informed end of last year like saintloup.|
|I did contact iDealing and they assured me when they hear somthing I will [could it be because its a nominee account?]
Someone just bought at 25.75p (admittedly not many), but, do they realise that the max they will get is 25p ? OR IS IT ? Think I'll have to re-read the announcements (and between the lines).|
|I hold this in my SIPP, and I got called by Barclays just before Christmas asking me how I wanted to respond to the bid.
I've rejected it because I think it substantially undervalues the company. The Rail Simulator project has the potential to do really well, and I don't think that's adequately factored into the offer price.
But I suspect the bid will succeed. Since I bought at 10p in May I won't be too unhappy.|
|Mike - tell iDealing ?|
|I'm with iDealing, and I still have no corporate actions pending...as of 4 Jan 2007|
|Is it just me, but almost £300k in profit for the 6 month period.
That's a helluva improvement compared to previous results.
Looks as though the business is being sold at a relatively modest multiple of current profits, around x7.5 times. Does that seem like full value?
|proper offer out now - my broker want to know if I'm accepting.
think i will - seems a done deal|
|Management must have an incling of the numbers - should they be published in the next couple of weeks?
Is it a 'done deal'?
If I sell now I'll get 24p from the market. If I wait for the offer to materialise its going to be 25p.
I reckon the numbers will not be good - costs will have gone up dramatically, but, there is possibility of 'jam tomorrow'.
Over 50% have committed to sell at 25p. Is that binding?
Q) Is the buyer committed to buy?|
|Just rather odd that, we're making decisions 18Dec, and we don't yet even have the 6 month numbers to end September.
Given the level of development activity over the last 6-9 months AND the release of what seems to be a record number (for KUJU) of selling titles over the last few months, to be selling out now appears odd.
But, yes, hard to see the incentive management have to sell out cheaply.
|Is 25p undervalued?
What can you do, except to take the money 'gracefully'?|
|Yes, I am hopeful that some of the other shareholders will be less-inclined to roll over quickly, until they have sight of the H1 financials.
After all, I guess there may be other players out there interested in a small company like KUJU, which appears to have both an active game development program and a not-insignificant range of new titles now (potentially) generating additional royalty revenues.
The timing here looks very odd to me. Are we saying the bidder here is offering 25pence, and really has no visibility on the latest numbers? Is that believable?
Anyway, those 10pence warrants (and the actual shares) now look useful ;'0
|isn't it the case that they can't make you sell unless they acquire over 90%? so if you don't like their offer sit tight.|
|David - I hadn't read all that !
I still think the offer document will have more detail.
It in theory is a done deal, but with only 54.6% of shares committed to it, this is still not a certainty. Sure, the Directors and S&F have signed up, but they still need some other large holders to agree.
Probably a done deal though.|
I don't think they are planning for us to ever see the H1 figures; if you know differently, then do please let us know.
Today's release only tells us this, and I don't see any mention that additional financials will be forthcoming any time soon...
Quote form RNS:
7 Current trading and prospects
On 1 September 2006, Kuju announced its final results for the 12 months ended 31 March 2006. For this period, Kuju generated turnover of #9.3 million and an operating loss of #1.1 million. Two one-off events, namely losses associated with a client, HIP Interactive Inc., going into receivership and the disposal of approximately 80 per cent. of the loss making division, Kuju Wireless Publishing Limited, incurred costs and write offs which contributed to the level of operating loss incurred by Kuju during that period.
Since the year end, Kuju has signed a number of agreements with major publishers for new projects and the four console work-for-hire studios are
in aggregate performing well. Kuju continues to invest in its Rail Simulator project; future returns from this project, which is currently behind schedule, are dependent on the success of the game when it is released into the market. The Kuju Board believes that both the general market conditions and opportunities for Kuju's personal computer and console studios are improving. However, the market remains volatile and completing publishing deals can take considerable time.
End of RNS Quote
My personal view is that it would be better for shareholders, and other potential players, to understand what the H1 financials look like. In practice, I don't think that is going to happen.
|David - there will be a formal offer document in due course that will provide the info you need to make your decision.|
|Slightly confused on the timing of this RNS??
Maybe I'm missing the plot but, for us shareholders to make an informed decision, would it not be useful to have the H1 results to Sept 2006 to hand.
As far as I know, KUJU management have not yet released these results (last year, the H1 numbers were released on 28 Dec). #
I thought the normal practice was to release such Agreed Offers alongside the H1 results.
As things stand, I don't really have the information to be able to know if around £4m is a fair value for KUJU or not. Given the range of deals concluded over the last few months and the large number of titles that have been released in the same period, I suspect that KUJU is worth considerably more.
After all, it's not often that you see a £10-15m turnover company (must be by now) being sold for £4m.
|LEG about to take-off (0.06-0.07p) L2 - 3 v 1|
|Smahing - always knew it was undervalued !|