Promethean World Plc Offer Update - Offer Declared Wholly Unconditional (3646Z)

TIDMPRW

RNS Number : 3646Z

Promethean World Plc

17 September 2015

Promethean World Plc

('Promethean' or 'the Company')

Offer now unconditional and director changes

Promethean World Plc (LSE: PRW) confirms that following the announcement made by NetDragon Websoft Inc. ("NetDragon") earlier today (17 September 2015) confirming that the Offer made by Digital Train Limited ("Digital Train") (an indirect non-wholly owned subsidiary of NetDragon) was now unconditional in all respects; Promethean has, at the request of Digital Train, applied for the 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").

It is expected that the Cancellation will become effective at 8.00 a.m. on 16 October 2015. Accordingly, the last date for dealing in Promethean Shares on the Main Market will be 15 October 2015.

The Cancellation will significantly reduce the liquidity and marketability of any Promethean Shares and/or Promethean Shares held in uncertificated form not assented to the Offer. Following the Cancellation becoming effective, it is intended that Promethean will be re-registered as a private company under the relevant provisions of the Companies Act.

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

Unless stated otherwise, terms used in this announcement have the meanings given to them in the offer document which was published and sent to Promethean Shareholders by Digital Train on 6 August 2015.

Enquiries

Promethean

   Wendy Baker, Company Secretary                                         + 44 (0) 1254 290749 

Ian Baxter, CFO

   Citigate Dewe Rogerson Consultancy                                    + 44 (0) 207 638 9571 

Anthony Carlisle + 44 (0) 7973 611 888

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.

This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange, the Listing Rules 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 the United Kingdom.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or the United States and the ability of Promethean Shareholders who are not resident in the United Kingdom or the United States to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the United States or Promethean Shareholders who are not resident in the United Kingdom or the United States will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility for liability for the violation of such restrictions by any person.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction, unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.

Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Notice to US holders of Promethean Shares

The Offer is being made for the securities of an English company with a listing on the London Stock Exchange. The Offer is subject to UK disclosure requirements, which are different from certain United States disclosure requirements. The financial information on Promethean, NetDragon and Digital Train included in this announcement, if any, has been prepared in accordance with IFRS, thus neither may be comparable to financial information of US companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The Offer is being made in the United States pursuant to the applicable US tender offer rules and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

The receipt of cash pursuant to the Offer by a US holder of Promethean Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Promethean Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Offer.

The Offer will be made in the United States by Digital Train and no one else. Neither VSA Capital nor any of their respective affiliates will be making the Offer in the United States.

It may be difficult for US holders of Promethean Shares to enforce their rights and any claim arising out of the US federal securities laws since NetDragon, Digital Train and Promethean are incorporated under the laws of countries other than the United States and some or all of their officers and directors are residents of non-US jurisdictions. In addition, a substantial amount of Promethean's assets are located outside the United States. US holders of Promethean Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

To the extent permitted by applicable law, in accordance with normal UK market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, NetDragon, Digital Train or their nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Promethean, other than pursuant to the Offer, at any time before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code, the rules of the London Stock Exchange and Rule 14e-5 under the US Exchange Act to the extent applicable. To the extent required by applicable law (including the Code), any information about such purchases will be disclosed on a next day basis to the Panel and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.

Publication on website

This announcement will be made available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, on NetDragon's website at http://ir.netdragon.com/ and on Promethean's website at http://www.prometheanworld.com/ by no later than 12 noon on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of such websites are not incorporated into, and do not form part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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September 17, 2015 06:00 ET (10:00 GMT)