Offer Update (7080T)

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RNS Number : 7080T

CNH Bidco Limited

09 December 2011

Not for release, publication or distribution in whole or in part in or into or from the United States,

Canada, Australia or Japan or any other jurisdiction where it is unlawful to do so.

FOR IMMEDIATE RELEASE

9 December 2011

RECOMMENDED CASH OFFER

FOR

PARSEQ PLC

BY

CNH BIDCO LIMITED

Offer Up-date

On 21 October 2011, the Board of CNH Bidco Limited ("Bidco"), a newly-incorporated company formed and controlled by certain of the Joint Offerors, and the Independent Directors of Parseq plc ("Parseq" or the "Company") announced that they had reached agreement on the terms of a recommended cash offer to be made by Bidco for Parseq (the "Announcement").

On 18 November 2011, the Company announced that the Offer Document relating to the Offer had been posted to Parseq Shareholders. On 1 December 2011 the Offer was declared unconditional in all respects.

Bidco is now pleased to announce that it has acquired Parseq Shares or received valid acceptances in respect of the Offer, which in aggregate represent 93.15% of the voting rights of the Company (including the shares held by Rami Cassis and the Cassis Trustees).

Cancellation of Admission to Trading

Bidco therefore announces the commencement of the five business day notice period for cancellation of admission of the Parseq Shares to trading on AIM ("Cancellation") as referred to in the announcement by Bidco on 1 December 2011. Accordingly, Cancellation is anticipated to take effect at 7:00 am on 4 January 2012.

Cancellation would significantly reduce the liquidity and marketability of any Parseq Shares in respect of which the Offer has not been accepted at that time. In this event there may be no future market for Parseq Shareholders to realise their investment in Parseq.

If Bidco receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Parseq Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by the Parseq Shares to which the Offer relates, Bidco intends to exercise its rights pursuant to the provisions of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Parseq Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

It is also intended that following Cancellation, Parseq will be re-registered as a private company.

Extension of Offer

Bidco further announces that the Offer, which remains subject to the terms and conditions set out or referred to in the Offer Document, is being extended and will remain open for acceptance until 1.00 p.m. (London time) on 23 December 2011 at the earliest and may or may not be extended beyond that date.

Settlement

Settlement will be effected on or before 15 December 2011 for Parseq Shareholders who have validly accepted the Offer prior to the First Closing Date.

Settlement for Parseq Shareholders who validly accept the Offer hereafter will be effected within 14 calendar days of receipt of their valid acceptance.

Further details of settlement arrangements in relation to the Offer are set out in the Offer Document.

General

Each Parseq Shareholder's decision as to whether to accept the Offer will depend upon that person's individual circumstances. If any Parseq Shareholder is in any doubt as to the action he, she or it should take, he, she or it should seek their own independent financial advice.

Terms used but not defined in this announcement shall have the meaning given to them in the Offer Document published by Bidco on 18 November 2011.

Enquiries:

For further information, please contact:

 
 Bidco 
  Rami Cassis                      Tel. [phone] 
 
  Peel Hunt LLP                    Tel. [phone] 
  (Financial adviser to Bidco) 
  Richard Kauffer 
  Daniel Harris 
 
 Canaccord Genuity 
  (Financial adviser to Parseq) 
  Simon Bridges 
  Cameron Duncan                   Tel. [phone] 
 Biddicks 
  (Public Relations adviser        Tel. [phone] 
  to Parseq) 
  Zoe Biddick 
  Sophie McNulty 
 

This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Bidco and no one else in connection with the Offer and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to the Offer, the contents of this announcement or any offer or arrangements referred to in this announcement.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Parseq and the Independent Directors and for no one else in connection with the Offer and will not be responsible to anyone other than Parseq and/or the Independent Directors for providing the protections afforded to clients of Canaccord Genuity nor providing advice in connection to the Offer, the contents of this announcement or any offer or arrangements referred to in this announcement.

The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who receive this announcement should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco in its sole discretion, the Offer is not being, and will not be, made, directly or indirectly, in or into any Restricted Jurisdiction and will not be capable of acceptance from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by Bidco in its sole discretion, copies of this announcement and any documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer documentation and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction.

This announcement has been prepared for the purposes of complying with English law and the 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 England.

Forward-looking statements

This announcement and the information herein and incorporated herein by reference containcertain forward-looking statements with respect to the financial condition, results of operations and business of Bidco and the Bidco Group, Parseq and the Parseq Group and certain plans and objectives of the Parseq Board and the Bidco Board. These forward-looking statements can be identified by the fact that they do not relate only 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 Parseq Board and the Bidco Board in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. Forward-looking statements are not guarantees of future performance. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.

Many of these risks and uncertainties relate to factors that are beyond Bidco's ability to control or estimate precisely. Neither Bidco nor Parseq can give any assurance that such forward-looking statements will prove to have been correct. 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 document. Neither Parseq nor Bidco nor their respective boards of directors assume any obligation to update or correct the information contained in this announcement or the documents referred to in it, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this announcement and the documents referred to in it are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement or the documents referred to in it since such date. Nothing contained in this announcement or the documents referred to in it shall be deemed to be a forecast, projection or estimate of the future financial performance of Parseq or any member of the Parseq Group except where expressly stated.

Publication on the Parseq website and Bidco's website

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Parseq's website in relation to the Offer at www.Parseq.com/Bidco1.html and the website maintained by Bidco in relation to the Offer at www.nova-cap.com/investor/cnh_bidco.html and will also be available for inspection at the offices of Olswang LLP, 90 High Holborn, London, WC1V 6XX, during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted), in either case whilst the Offer remains open for acceptance.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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