NetDragon Websoft Inc Offer Update - Offer Declared Wholly Unconditional (3593Z)

TIDMPRW

RNS Number : 3593Z

NetDragon Websoft Inc

17 September 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE IT WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION

For immediate release

17 September 2015

RECOMMENDED CASH OFFER

for

PROMETHEAN WORLD PLC

by

DIGITAL TRAIN LIMITED

an indirect non wholly-owned subsidiary of

NETDRAGON WEBSOFT INC.

Unconditional announcement, notice of delisting, cancellation of trading of Promethean Shares and launch of compulsory acquisition procedure

On 10 July 2015, the Boards of NetDragon Websoft Inc. ("NetDragon") and Promethean World plc ("Promethean") announced that they had reached agreement on the terms of a recommended cash offer to be made by Digital Train Limited ("Digital Train"), an indirect non wholly-owned subsidiary of NetDragon, for the entire issued and to be issued ordinary share capital of Promethean (the "Offer"). The full terms and conditions and the procedures for acceptance of the Offer are set out in the offer document which was published and sent to Promethean Shareholders by Digital Train on 6 August 2015 (the "Offer Document"). On 7 September 2015, NetDragon announced that the Offer had become unconditional as to acceptances.

NetDragon is pleased to announce that a resolution approving the Offer was passed by the NetDragon Shareholders at the NetDragon General Meeting held in Hong Kong earlier today, meaning that the Condition relating to NetDragon Shareholder approval has now been satisfied. As the Acceptance Condition had previously been satisfied and no other Conditions to the Offer remain outstanding, the Offer is now unconditional in all respects.

The Offer will remain open for acceptance until 1.00 p.m. (London time) on 1 October 2015.

The chairman of Promethean, Philip Rowley, and the non-executive directors of Promethean, Graham Howe, Lord Puttnam, Jackie Yeaney and Judy Verses, have today all resigned as directors of Promethean with immediate effect.

Delisting, cancellation of trading and re-registration

As set out in the Offer Document, as the Offer has become unconditional in all respects and Digital Train has acquired Promethean Shares representing more than 75 per cent. of the voting rights of Promethean, Digital Train intends to procure the making of an application by Promethean for cancellation, respectively, of the trading in Promethean Shares on the London Stock Exchange's main market for listed securities (the "Main Market") and of the listing of the Promethean Shares on the Official List.

The cancellation of listing of Promethean Shares on the Official List and admission to trading of Promethean Shares on the Main Market is expected to take effect on or around 16 October 2015. Such cancellation and admission to trading will significantly reduce the liquidity and marketability of any Promethean Shares and/or Promethean Shares held in uncertificated form not assented to the Offer.

Once such cancellation and admission to trading occurs, Promethean will be re-registered as a private company under the relevant provisions of the Companies Act.

Compulsory acquisition

As set out in the Offer Document, as NetDragon and Digital Train have received acceptances under the Offer in respect of more than 90 per cent. of the existing issued ordinary share capital of Promethean by nominal value and voting rights attached to such shares, Digital Train will now commence the procedures available to it under sections 974 to 991 (inclusive) of the Companies Act to acquire compulsorily any remaining Promethean Shares to which the Offer relates on the same terms as the Offer. Notice will be sent to non-accepting shareholders informing them of the compulsory acquisition of their Promethean Shares by Digital Train.

Level of acceptances

As at 3.00 p.m. (London time) on 16 September 2015, NetDragon and Digital Train have received valid acceptances of the Offer in respect of 194,850,329 Promethean Shares, representing 95.88 per cent. of the existing issued ordinary share capital of Promethean.

Actions to be taken

Settlement of the consideration due to Promethean Shareholders who have provided valid and complete acceptances under the Offer by 1.00 p.m. (UK time) on 17 September 2015 will be despatched (or in respect of Promethean Shares held in uncertificated form, credited through CREST) not later than 14 days from the date of this announcement. The consideration due to Promethean Shareholders who provide valid and complete acceptances under the Offer after the date of this announcement will be dispatched (or in respect of Promethean Shares held in uncertificated form, credited through CREST) within 14 days of the date on which such acceptances are received or, in the case of electronic acceptances, made.

Promethean Shareholders who have not yet accepted the Offer are encouraged to do so without delay in accordance with the following procedures:

If you hold Promethean Shares in certificated form: If you hold your Promethean Shares, or any of them, in certificated form (that is, NOT in CREST), to accept the Offer in respect of those Promethean Shares, you should complete, sign and return the Form of Acceptance along with your valid share certificate(s) and/or any other relevant documents of title as soon as possible, so as to be received by post or by hand (during normal business hours only) to the Receiving Agent, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. Further details on the procedures for acceptance of the Offer if you hold any of your Promethean Shares in certificated form are set out in paragraph 16.1 of Part 2 of the Offer Document and in the Form of Acceptance.

If you hold Promethean Share in uncertificated form: If you hold your Promethean Shares, or any of them, in uncertificated form (that is, in CREST), to accept the Offer in respect of those Promethean Shares, you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible. Further details on the procedures for acceptance of the Offer if you hold any of your Promethean Shares in uncertificated form are set out in paragraph 16.2 of Part 2 of the Offer Document. If you hold your Promethean Shares as a CREST sponsored member, you should refer acceptance of the Offer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

Promethean Shareholders who do not accept the Offer will have their Promethean Shares compulsorily acquired but will have to wait for the Companies Act process to conclude before receiving their consideration.

If a Promethean Shareholder requires assistance in completing their Form of Acceptance (or wish to obtain an additional Form of Acceptance), or have questions in relation to making an electronic acceptance, please contact the Receiving Agent, Equiniti Limited, on 0871 384 2412 from within the UK or on [phone] if calling from outside the UK. Calls to the 0871 384 2412 number cost 8 pence per minute (excluding VAT), plus network extras. Lines are open 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Full details on how to accept the Offer are set out in the Offer Document, a copy of which is available on Promethean's website at http://www.prometheanworld.com and on NetDragon's website at http://ir.netdragon.com/.

Unless stated otherwise, terms used in this announcement have the meanings given to them in the Offer Document.

Enquiries:

NetDragon and Digital Train

Simon Leung, Vice Chairman [phone]

Ben Yam, Chief Financial Officer

VSA Capital (financial adviser to NetDragon and Digital Train)

Andrew Raca [phone]

James Asensio

Promethean

Philip Rowley, Chairman [phone]

Jim Marshall, Chief Executive Officer

Important notices relating to financial advisers

VSA Capital, which is regulated by the Financial Conduct Authority in the UK, is acting exclusively for NetDragon and Digital Train and no one else in connection with the Offer and will not be responsible to anyone other than NetDragon or Digital Train for providing protections afforded to its clients or providing advice in relation to the Offer or any other matter referred to in this announcement.

Further information

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents.

This announcement does not constitute a prospectus or prospectus equivalent document.

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September 17, 2015 05:30 ET (09:30 GMT)