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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Portrait | LSE:PST | London | Ordinary Share | GB0031918716 | ORD 2.5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 31.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMPST RNS Number : 4297N Pitney Bowes MapInfo UK Limited 10 June 2010 Not for release, publication or distribution, in whole or in part, in or into or from the United States, Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction where it would be unlawful to do so 10 June 2010 Recommended cash offer for Portrait Software plc ("Portrait") by Pitney Bowes MapInfo UK Limited, a wholly-owned subsidiary of Pitney Bowes, Inc. The Boards of Pitney Bowes MapInfo UK Limited (an indirect wholly-owned subsidiary of Pitney Bowes, Inc.) and Portrait are pleased to announce that the Offer Document and the Form of Acceptance in respect of Pitney Bowes MapInfo UK Limited's recommended cash offer for the entire issued and to be issued ordinary share capital of Portrait, are being posted today, Thursday 10 June 2010. As previously announced, the Offer, which is subject to the conditions and further terms set out in the Offer Document and the Form of Acceptance, is being made on the following basis: for each Portrait Share 31.0 pence in cash The Offer values the entire issued and to be issued ordinary share capital of Portrait at approximately GBP44.4 million. The first closing date of the Offer is 1 July 2010. Acceptances of the Offer should be received no later than 1.00pm (London time) on 1 July 2010, in accordance with the procedure for acceptance set out in the Offer Document. Copies of the Offer Document and the Form of Acceptance will be available for inspection at the offices of Proskauer Rose LLP, Ninth Floor, Ten Bishops Square, London E1 6EG, United Kingdom, during normal business hours on any Business Day (Saturdays, Sundays and public holidays excepted) until the end of the Offer Period. Terms defined in the announcement of the Offer bear the same meanings where used in this announcement. Enquiries Pitney Bowes, Inc., and Pitney Bowes MapInfo UK Limited Matthew Broder +1 203 351 6347 Morgan Stanley (financial adviser to Pitney Bowes, Inc. and Pitney Bowes MapInfo UK Limited) Matthew Jarman +44 207 425 8000 Bryce Facktor +1 212 761 4000 Portrait Software plc - 01491 416 600 Luke McKeever Matthew White Singer Capital Markets Limited (Rule 3 adviser to Portrait) - 020 3205 7500 Shaun Dobson Claes Spang ICIS (PR firm to Portrait) - 020 7651 8688 Tom Moriarty Caroline Evans-Jones This announcement is not intended to and does not constitute or form any part of an offer to sell or an invitation to purchase or the solicitation of an offer to subscribe for 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 through the Offer Document and, in the case of Portrait Shares in certificated form, the Form of Acceptance, which will together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and, in the case of Portrait Shares in certificated form, the Form of Acceptance. Morgan Stanley is acting as financial adviser exclusively to Pitney Bowes, Inc. and Pitney Bowes MapInfo UK Limited and to no one else in connection with the Offer and accordingly will not be responsible to anyone other than Pitney Bowes, Inc. and Pitney Bowes MapInfo UK Limited for providing the protections afforded to clients of Morgan Stanley nor for giving advice in relation to the Offer or the contents of this document. Singer Capital Markets Limited, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Portrait Software plc and for no-one else in connection with the Offer and is not advising any other person and accordingly will not be responsible to anyone other than Portrait Software plc for providing the protections afforded to clients of Singer Capital Markets Limited nor for giving advice in relation to the Offer or the contents of this document. The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including electronically or by facsimile transmission, internet, email, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, the United States, Australia, Canada, Japan, the Republic of South Africa or any other Prohibited Jurisdiction if to do so would constitute a violation of the relevant laws in such other jurisdiction and, subject to certain exceptions, the Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States, Australia, Canada, Japan, the Republic of South Africa or any other Prohibited Jurisdiction if to do so would constitute a violation of the relevant laws in such other jurisdiction. Accordingly, copies of this announcement, the Offer Document, the Form of Acceptance and any related or accompanying document are not being, and must not be, directly or indirectly, mailed, distributed, transmitted, forwarded or otherwise sent, in whole or in part, in, into or from the United States, Australia, Canada, Japan, the Republic of South Africa or any other Prohibited Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. All Portrait Shareholders or other persons (including nominees, trustees or custodians)receiving this announcement, the Offer Document, the Form of Acceptance or any related or accompanying document should not distribute, mail, transmit, forward or send them or any of them in, into or from the United States, Australia, Canada, Japan, the Republic of South Africa or any other Prohibited Jurisdiction or use such mails or any such means, instrumentality or facility for any purpose related to the Offer. It is the responsibility of each Overseas Shareholder to inform himself, herself or itself about and observe any applicable legal requirements. No Overseas Shareholder receiving a copy of this announcement and/or any other documentation relating to the Offer in a Prohibited Jurisdiction may treat the same as constituting an invitation or offer to him and in such circumstances, this announcement and/or any other documentation relating to the Offer are sent for information only. It is the responsibility of any Overseas Shareholder receiving a copy of this announcement and/or any other documentation relating to the Offer in any jurisdiction outside the United Kingdom who wishes to accept the Offer to satisfy himself as to the full observance of the laws and regulatory requirements of that jurisdiction in connection with the Offer, including obtaining any governmental, exchange control or other consents which may be required, and compliance with any other necessary formalities which need to be observed and the payment of any transfer or other taxes or duties that may be or become due under the laws of such jurisdiction. Any such Overseas Shareholder will be responsible for any such transfer or other taxes or duties by whomsoever payable and Pitney Bowes, Inc. and Pitney Bowes MapInfo UK Limited (and any person acting on behalf of Pitney Bowes, Inc. or Pitney Bowes MapInfo UK Limited) shall be fully indemnified and held harmless by such Overseas Shareholder for any such transfer or other taxes or duties or other requisite payments as Pitney Bowes, Inc. or Pitney Bowes MapInfo UK Limited (and any person acting on behalf of Pitney Bowes, Inc. or Pitney Bowes MapInfo UK Limited) may be required to pay. 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 England, including those of the United States. Dealing Disclosure Requirements Under Rule 8.3(a) of the City Code, any person who is interested in one 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 City Code, any person who is, or becomes, interested in one 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 of the City Code). 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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129. Forward-looking statements This document includes certain statements about Portrait and/or Pitney Bowes MapInfo UK Limited and/or Pitney Bowes, Inc. (and their respective groups and/or subsidiary undertakings) that are or may be forward-looking statements in its general meaning and within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this document may be forward-looking statements. These statements are based on the current expectations of the management of Portrait and/or Pitney Bowes MapInfo UK Limited and/or Pitney Bowes, Inc. (as the case may be) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about, following the Offer being declared unconditional in all respects, the expected timing and scope of the Offer, anticipated earnings enhancements, estimated cost savings and other synergies, costs to be incurred in achieving synergies, other strategic options and all other statements in this document other than those which concern historical fact. Forward-looking statements include statements typically containing words such as "intend", "expect", "anticipate", "target", "estimate", "goal", "believe", "will", "may", "should", "would", "could", "plan" or words of similar meaning or import. By their nature, forward-looking statements are not guarantees of future performance and involve risks and uncertainties and actual results may differ materially from those in the forward looking statements because they relate to events and depend on circumstances that will or may occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed in, or implied by, such forward-looking statements. These factors include the satisfaction of the conditions to the Offer and the Pitney Bowes Group's ability to successfully integrate the operations and employees of the Portrait Group, as well as additional factors such as changes in economic conditions, changes in the level of capital investment, the success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates and the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Investors should not place undue reliance on such forward-looking statements and neither Portrait nor Pitney Bowes MapInfo UK Limited, nor Pitney Bowes, Inc., nor any of their respective directors, undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. This summary should be read in conjunction with the full text of this announcement. Appendix 1 to this announcement contains the conditions to, and certain further terms of, the Offer. Appendix 2 to this announcement contains further details of the sources of information and bases of calculations set out in this announcement, Appendix 3 contains a summary of the irrevocable undertakings given by the Portrait Directors and certain other Portrait Shareholders and Appendix 4 contains definitions of certain expressions used in this summary and in this announcement. Not for release, publication or distribution, in whole or in part, in or into or from the United States, Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction where it would be unlawful to do so. This information is provided by RNS The company news service from the London Stock Exchange END ODPURSSRRSANAAR
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