Offer Update

 

TIDMPST 
 
RNS Number : 7829O 
Pitney Bowes MapInfo UK Limited 
05 July 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 
                                                                     5 July 2010 
 
                             Recommended cash offer 
                                      for 
                       Portrait Software plc ("Portrait") 
                                       by 
Pitney Bowes MapInfo UK Limited, a wholly-owned subsidiary of Pitney Bowes Inc. 
 
The Board of Pitney Bowes MapInfo UK Limited (an indirect wholly-owned 
subsidiary of Pitney Bowes Inc.) and Portrait refer to the announcement dated 10 
June 2010 in respect of Pitney Bowes MapInfo UK Limited's recommended cash offer 
for the entire issued and to be issued share capital of Portrait and the Offer 
Document posted on 10 June 2010. The full terms of, and conditions to, the Offer 
and the procedure for acceptance were set out in the Offer Document. 
Offer update 
The Board of Pitney Bowes MapInfo UK Limited announces that all of the 
conditions of its Offer have been satisfied or waived and accordingly the Offer 
is declared wholly unconditional. 
As at 1:00 p.m. (London time) on 2 July 2010, valid acceptances of the Offer had 
been received in respect of 115,015,461 Portrait Shares, representing 
approximately 92.67 per cent. of the existing issued ordinary shares of 
Portrait, based on 124,107,508 Portrait Shares in issue as announced by Portrait 
on 25 June 2010 pursuant to Rule 2.10 of the City Code. 
Further to the announcement released by Pitney Bowes MapInfo UK Limited on 30 
June 2010 pursuant to Rule 2.11 of the City Code, Pitney Bowes MapInfo UK 
Limited had received irrevocable undertakings to accept, or procure the 
acceptance of, the Offer from all of the Portrait Directors and certain Portrait 
Shareholders, in respect of, in aggregate, 69,960,153 Portrait Shares, 
representing approximately 56.37 per cent. of the current existing issued 
ordinary shares of Portrait. Acceptances in respect of all of these Portrait 
Shares have been received pursuant to these undertakings and are included in the 
total number of valid acceptances referred to above. 
 
Offer extended 
The Offer is being extended and will remain open for acceptance until further 
notice. Prior to Pitney Bowes MapInfo UK Limited closing the Offer, at least 14 
days' notice will be given. Portrait Shareholders who have not yet accepted the 
Offer are encouraged to do so without delay. 
Portrait Shareholders who hold Portrait Shares in certificated form (that is, 
not in CREST), should complete, sign and return the Form of Acceptance in 
accordance with paragraph 14.1 of Part 2 of the Offer Document. They should 
return the Form of Acceptance (along with any valid share certificate(s) or 
other documents of title using the reply-paid envelope that was enclosed with 
the Offer Document (if they are posting within the United Kingdom)) as soon as 
possible. 
Portrait Shareholders who hold Portrait Shares in uncertificated form (that is, 
in CREST), should comply with the procedure for acceptance set out in paragraph 
14.2 of Part 2 of the Offer Document so as to ensure that their TTE Instruction 
settles as soon as possible. 
Cancellation of trading, re-registration and compulsory acquisition 
As set out on page 15 of the Offer Document, Pitney Bowes MapInfo UK Limited 
intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 
28 of the Companies Act to acquire compulsorily the remaining Portrait Shares in 
respect of which the Offer has not been accepted. 
 
In addition, as set out on page 15 of the Offer Document, Pitney Bowes MapInfo 
UK Limited intends to procure Portrait to apply to the London Stock Exchange for 
the cancellation of admission to, and trading of Portrait Shares on, AIM and to 
notify (as defined in the AIM Rules) such intended cancellation. Cancellation of 
admission to trading on AIM of the Portrait Shares would significantly reduce 
the liquidity and marketability of any Portrait Shares not assented to the Offer 
at that time. It is also intended that, if such cancellation was to be approved, 
Portrait would also be re-registered as a private company under the relevant 
provisions of the Companies Act. 
 
Settlement 
Settlement of the consideration to which any Portrait Shareholder is entitled 
under the Offer will be effected by the despatch of cheques or the crediting of 
CREST accounts to validly accepting Portrait Shareholders: (i) in the case of 
acceptances received, valid and complete in all respects, by the date on which 
the Offer becomes or is declared unconditional in all respects, within 
14 calendar days of such date; or (ii) in the case of acceptances received, 
valid and complete in all respects, after such date but while the Offer remains 
open for acceptance, within 14 calendar days of such receipt, in either case in 
the manner described in the Offer Document. 
In accordance with Rule 19.11 of the City Code, a copy of this announcement will 
be available free of charge, subject to certain restrictions relating to persons 
resident in Prohibited Jurisdictions, for inspection on the following websites 
by no later than 12 noon on 5 July 2010: 
www.investorrelations.pitneybowes.com 
 www.portraitsoftware.com 
Terms defined in the Offer Document bear the same meanings where used in this 
announcement. 
Enquiries 
Pitney Bowes Inc., and Pitney Bowes MapInfo UK Limited 
Matthew Broder           [phone] 
 
Morgan Stanley (financial adviser to Pitney Bowes Inc. and Pitney Bowes MapInfo 
UK Limited) 
Matthew Jarman           [phone] 
Bryce Facktor              [phone] 
 
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 [phone]. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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