Irrevocable Undertaking

 

TIDMSHDP 
 
RNS Number : 7837S 
WB Bidco plc 
16 September 2010 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF SUCH JURISDICTION 
                                                               16 September 2010 
      Recommended proposals for the acquisition by WB Bidco plc ("Bidco") 
            of Shed Media plc ("Shed") to be effected by means of a 
          scheme of arrangement under Part 26 of the Companies Act 2006 
 
                            Irrevocable Undertaking 
Further to the Rule 2.5 announcement made by Bidco on 5 August 2010 in relation 
to the Proposals (the "Rule 2.5 Announcement") and the posting of the Scheme 
Circular on 31 August 2010 by Shed, Bidco makes the following disclosure in 
accordance with Rule 2.11(a) of the City Code. 
Bidco has received an irrevocable undertaking from CF I Invest C.V. acting by 
its General Partner, Cyrte Investments, in respect of 6,720,902 Shed Shares 
representing approximately 7.7 per cent. in nominal value of the existing issued 
share capital of Shed: 
* to vote in favour of the resolution to be proposed at the Court Meeting; 
* to vote in favour of each of the resolutions to be proposed at the General 
Meeting; 
* not to sell or transfer (otherwise than pursuant to the Proposals) or 
otherwise dispose of or charge all or any of its Shed Shares or any interest in 
all or any thereof, nor enter into any agreement or arrangement with any person, 
whether conditionally or unconditionally, to do any such act; and 
* to exercise all voting rights attaching to its Shed Shares in such manner as 
to enable the Scheme to be implemented and oppose the taking of any action which 
may be prejudicial to the successful implementation of the Scheme. 
The irrevocable undertaking will cease to be binding if the Scheme is not 
implemented by the Long Stop Date but will otherwise remain binding in all 
circumstances. 
Capitalised terms not defined in this announcement will bear the same meaning as 
set out in the Rule 2.5 Announcement. 
For further information, please contact: 
 
+--------------------------------------------------+-----------------+ 
| Warner Bros. (Media Enquiries)                   |                 | 
+--------------------------------------------------+-----------------+ 
| Scott Rowe                                       | [phone] | 
+--------------------------------------------------+-----------------+ 
| Deborah Lincoln                                  |    +44 (0) 7879 | 
|                                                  |          484944 | 
+--------------------------------------------------+-----------------+ 
| Morgan Stanley (Financial Adviser to Time Warner |                 | 
| Inc. and Joint Financial Adviser to Bidco)       |                 | 
+--------------------------------------------------+-----------------+ 
| Max Herrnstein                                   | [phone] | 
+--------------------------------------------------+-----------------+ 
| Laurence Hopkins                                 |      +44 (0) 20 | 
|                                                  |       7425 8000 | 
+--------------------------------------------------+-----------------+ 
| Antoine Dresch                                   |      +44 (0) 20 | 
|                                                  |       7425 8000 | 
+--------------------------------------------------+-----------------+ 
| Ingenious Corporate Finance Limited (Financial   |     + 44 (0) 20 | 
| Adviser to the Senior Management Team and Joint  |       7319 4000 | 
| Financial Adviser to Bidco)                      |                 | 
+--------------------------------------------------+-----------------+ 
| Tom Manwaring                                    |                 | 
+--------------------------------------------------+-----------------+ 
| Chris Graves                                     |                 | 
+--------------------------------------------------+-----------------+ 
 
 
 
 
 
 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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