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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Access Plus | LSE:APU | London | Ordinary Share | GB0000367820 | ORD 10P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:2160R TripleArc PLC 23 October 2003 PRESS RELEASE Not for release, publication or distribution in or into the United States of America, Canada, Australia or Japan. RECOMMENDED OFFER MADE BY CANACCORD CAPITAL (EUROPE) LIMITED ON BEHALF OF TRIPLEARC PLC FOR ACCESS PLUS PLC * The boards of TripleArc and Access Plus announce a recommended offer to be made by Canaccord Capital (Europe) Limited on behalf of TripleArc for the whole of the ordinary share capital of Access Plus. * Based on yesterday's Closing Price of a TripleArc Share of 20.75p, the Offer values each Access Plus Share at approximately 223.0p and values the issued share capital of Access Plus at approximately #40.2 million. This represents a premium of 68.30 per cent. to the Closing Price of an Access Plus Share on 24 April 2003 (the last dealing day prior to the announcement by Access Plus that it had received an approach which may result in an offer being made for its entire issued share capital) and a premium of 22.19 per cent. to the Closing Price of an Access Plus Share on 22 October 2003 (the last dealing day prior to the release of this announcement). * TripleArc also announces a proposed placing of 70,000,000 new TripleArc Shares at 16p per share to raise #11.2 million (approximately #7.9 million net of all expenses under and in connection with the Placing and the Offer). * By reason of its size and the relative values of TripleArc and Access Plus, the acquisition by TripleArc of Access Plus pursuant to the Offer constitutes a reverse takeover under the AIM Rules and, as such, requires the approval of TripleArc Shareholders. In addition, TripleArc is obliged to apply for re-admission of the Existing TripleArc Shares and admission of the New TripleArc Shares respectively to trading on AIM. * The Offer (which includes a Mix and Match Election) is being made on the following basis: for each Access Plus Share 150p in cash and 3.516 Offer Shares * The cash element of the Offer will be financed partly through the #20 million acquisition finance facilities provided by HSBC Bank plc and partly through the Placing. * TripleArc has received binding irrevocable undertakings from the Access Plus Directors and, as appropriate, their immediate families and their related companies and trusts in respect of 6,024,816 Access Plus Shares (representing approximately 33.38 per cent. of the existing issued share capital of Access Plus). These undertakings will continue to be binding in the event of a competing offer for Access Plus. * In addition, TripleArc has received binding irrevocable undertakings from certain other Access Plus Shareholders in respect of 2,138,215 Access Plus Shares (representing approximately 11.85 per cent. of the existing issued share capital of Access Plus). These undertakings cease to be binding in the event that a third party announces an offer for Access Plus at a price or with a value per Access Plus Share at least 10 per cent. above the value of the Offer for each Access Plus Share. * TripleArc has also received a non-binding letter of intention to accept the Offer from another Access Plus Shareholder in respect of 1,369,145 Access Plus Shares (representing approximately 7.59 per cent. of the existing issued share capital of Access Plus). * Consequently, in total, TripleArc has received binding irrevocable undertakings and a non-binding letter of intention to accept the Offer in respect of, in aggregate, 9,532,176 Access Plus Shares, representing approximately 52.82 per cent. of the existing issued share capital of Access Plus. * The Access Plus Directors will unanimously recommend Access Plus Shareholders to accept the Offer. * The TripleArc Directors will unanimously recommend TripleArc Shareholders to vote in favour of the Resolutions. * The TripleArc Directors and the Access Plus Directors believe that the combination of TripleArc and Access Plus will bring the following advantages to the Enlarged Group: Enhanced market position - it will be one of the leading print management companies in the UK; Larger contract opportunities - a dedicated strategic contracts team will be established whose goal will be to pursue opportunities for securing large print management contracts; Cross-selling of services - the Enlarged Group will have potential to provide an expanded service offering for customers; Technology base - technology is seen by many customers as an important prerequisite for print management companies. It is intended that TripleArc's proprietary print procurement technology ("CWS") will be used by the Enlarged Group to demonstrate particular strength in this area; Increased revenue from technology base - in addition to software sales that can be achieved through cross-selling, the Enlarged Group should be able to target increased revenue through the deployment of CWS; Increased purchasing power - the Enlarged Group's combined print spend should give it greater purchasing power and should enable it to secure more favourable rates; and Cost savings - the Enlarged Group should have the ability to achieve cost savings by integrating overlapping businesses and operations. Commenting on the Offer, Jason Cromack, Chief Executive of TripleArc, stated: "This is a very positive step for both companies. The print management division of the Enlarged Group will be in a strong position to capitalise on the opportunities available in this growing market. We will have the benefit of the Enlarged Group's technology solutions to roll across the division, enhancing our service offering to our customers and streamlining the way we do business internally and with our suppliers." "Access Plus brings a vast range of additional services, experience and expertise in the print management sector as well as a good geographical and logistical network. As one of the top five print management companies in the UK, we will be well placed to benefit from further market consolidation." Timothy Brettell, Chairman and Chief Executive of Access Plus commented: "We are very pleased to have finalised this offer. The synergies between the two companies make for an ideal fit and the Enlarged Group will be a driving force in the print management market." This announcement does not constitute, or form part of, an offer or invitation to purchase any securities. This summary should be read in conjunction with the full text of this announcement. Appendix 1 contains the conditions to the Offer and Appendix 3 contains certain expressions used in this announcement. Press enquiries TripleArc Jason Cromack/JT Wong 020 7258 6290 Access Plus Timothy Brettell/Peter Houston 0117 933 1000 Canaccord (financial adviser, nominated adviser and joint broker to TripleArc) Toby Hayward/ Mark Williams 020 7518 2777 Evolution (joint broker to TripleArc) Mike Brennan/Stuart Andrews 020 7488 4040 Rowan Dartington (rule 3 adviser to Access Plus) Mike Coe 0117 933 0020 Weber Shandwick Square Mile (PR representative for TripleArc) Terry Garrett/Nick Dibden 020 7067 0700 The Offer and the Placing are not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including without limitation, facsimile transmission, telex, telephone or internet) of interstate or foreign commerce of, or any facilities of a securities exchange of, the United States, nor are they being made directly or indirectly, in or into Canada, Australia or Japan, unless an exemption under any applicable laws is available. Accordingly, copies of this announcement and any related documents are not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into the United States, Canada, Australia or Japan and doing so may render invalid any purported acceptance of the Offer or any purported agreement to subscribe for Placing Shares pursuant to the Placing. Canaccord, which is regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser, nominated adviser and joint broker to TripleArc and no one else in connection with the Offer and the Placing and will not be responsible to any person other than TripleArc for providing the protections afforded to clients of Canaccord, or for giving advice in relation to the Offer or the Placing or the contents of this announcement or any transaction or arrangement referred to herein. Evolution, which is regulated in the United Kingdom by the Financial Services Authority, is acting as joint broker to TripleArc and no one else in connection with the Offer and the Placing and will not be responsible to any person other than TripleArc for providing the protections afforded to clients of Evolution, or for giving advice in relation to the Offer or the Placing or the contents of this announcement or any transaction or arrangement referred to herein. Rowan Dartington, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Access Plus in connection with the Offer and will not be responsible to anyone other than Access Plus for providing the protections afforded to customers of Rowan Dartington or for giving advice in relation to the Offer or the contents of this announcement or any transaction or arrangement referred to herein. The TripleArc Directors accept responsibility for the information contained in this announcement, other than that relating to Access Plus, the Access Plus Directors and their immediate families and related companies and trusts. To the best of the knowledge and belief of the TripleArc Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. The Access Plus Directors accept responsibility for the information contained in this announcement relating to Access Plus, the Access Plus Directors and their immediate families and related companies and trusts. To the best of the knowledge and belief of the Access Plus Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. 23 October 2003 Not for release, publication or distribution in or into the United States of America, Canada, Australia or Japan. RECOMMENDED OFFER MADE BY CANACCORD CAPITAL (EUROPE) LIMITED ON BEHALF OF TRIPLEARC PLC FOR ACCESS PLUS PLC Introduction The boards of TripleArc and Access Plus announce that they have reached agreement on the terms of a recommended offer, to be made by Canaccord on behalf of TripleArc, to acquire the entire issued and to be issued share capital of Access Plus. The board of TripleArc also announces a proposed placing of 70,000,000 new TripleArc Shares. By reason of its size and the relative values of TripleArc and Access Plus, the acquisition by TripleArc of Access Plus pursuant to the Offer constitutes a reverse takeover under the AIM Rules and, as such, requires the approval of TripleArc Shareholders. In addition, TripleArc is obliged to apply for re-admission of the Existing TripleArc Shares and admission of the New TripleArc Shares respectively to trading on AIM. The Offer (which includes a Mix and Match Election) is being made on the following basis: for each Access Plus Share 150p in cash and 3.516 Offer Shares The cash element of the Offer will be financed partly through the #20 million acquisition finance facilities provided by HSBC Bank plc and partly through the Placing. As at 22 October 2003 (the last dealing day prior to the release of this announcement), the Offer valued each Access Plus Share at 223.0p (based on the Closing Price of a TripleArc Share of 20.75p) and values the issued share capital of Access Plus at approximately #40.2 million. This represents a premium of 68.30 per cent. to the Closing Price of an Access Plus Share on 24 April 2003 (the last dealing day prior to the announcement by Access Plus that it had received an approach which may result in an offer being made for its entire issued share capital) and a premium of 22.19 per cent. to the Closing Price of an Access Plus Share on 22 October 2003 (the last dealing day prior to the release of this announcement). The Access Plus Directors, who have been so advised by Rowan Dartington, consider the Offer to be fair and reasonable and will unanimously recommend that all Access Plus Shareholders accept it. In providing advice to the Access Plus Directors, Rowan Dartington has taken into account the Access Plus Directors' commercial assessment of the Offer. The Access Plus Directors and, as appropriate, their immediate families and their related companies and trusts have irrevocably undertaken to accept the Offer (and not to elect for the Mix and Match Election) in respect of their entire interests in Access Plus Shares amounting, in aggregate, to 6,024,816 Access Plus Shares (representing approximately 33.38 per cent. of the existing issued share capital of Access Plus). These undertakings will continue to be binding in the event of a competing offer for Access Plus. In addition, certain other Access Plus Shareholders have irrevocably undertaken to accept the Offer in respect of their entire interests in Access Plus Shares amounting, in aggregate, to 2,138,215 Access Plus Shares (representing approximately 11.85 per cent. of the existing issued share capital of Access Plus). These undertakings cease to be binding in the event that a third party announces an offer for Access Plus at a price or with a value per Access Plus Share at least 10 per cent. above the value of the Offer for each Access Plus Share. TripleArc has also received a non-binding letter of intention to accept the Offer from another Access Plus Shareholder in respect of its interests in Access Plus Shares amounting to 1,369,145 Access Plus Shares (representing approximately 7.59 per cent. of the existing issued share capital of Access Plus). Consequently, in total, TripleArc has received binding irrevocable undertakings and a non-binding letter of intention to accept the Offer in respect of, in aggregate, 9,532,176 Access Plus Shares, representing approximately 52.82 per cent. of the existing issued share capital of Access Plus. The Offer The Offer, which will be subject, inter alia, to the conditions and principal further terms referred to in Appendix 1 below, is being made on the following basis: for each Access Plus Share 150p in cash and 3.516 Offer Shares and so in proportion for any other number of Access Plus Shares held. Fractions of Offer Shares will not be allotted or issued to accepting Access Plus Shareholders, whose entitlements will be rounded down to the nearest whole number of Offer Shares. Fractional entitlements to Offer Shares will be aggregated and sold in the market with the proceeds distributed pro rata to the Access Plus Shareholders entitled to them. However, individual entitlements to net proceeds of less than #3 will not be paid to Access Plus Shareholders but will be retained for the benefit of the Enlarged Group. The Offer includes a Mix and Match Election pursuant to which Access Plus Shareholders who accept the Offer may elect, subject to availability, to vary the proportions in which they receive Offer Shares and cash in respect of their holdings of Access Plus Shares. However, the total number of Offer Shares to be issued under the Offer and the total amount of cash consideration to be paid under the Offer will not be varied as a result of Mix and Match Elections. Accordingly, TripleArc's ability to satisfy Mix and Match Elections will be dependent upon the extent to which other Access Plus Shareholders make offsetting elections. To the extent that the elections cannot be satisfied in full, they will be scaled down on a pro rata basis. To the extent that elections can be satisfied, Access Plus Shareholders will receive Offer Shares instead of cash and vice versa on the basis of a price per Offer Share equal to the Placing Price. Full acceptance of the Offer ((i) assuming that all Access Plus Options which are exercisable (at an exercise price per Access Plus Share of not more than the value of the Offer for each Access Plus Share) are exercised but no TripleArc Options are exercised prior to the closing of the Offer; and (ii) taking into account the Placing Shares to be issued pursuant to the Placing) will involve the payment of approximately #27.9 million and the issue of approximately 65,500,000 new TripleArc Shares, representing approximately 32.59 per cent. of TripleArc's enlarged issued share capital. By means of the Placing, TripleArc will raise #11.2 million (approximately #7.9 million net of all expenses under and in connection with the Placing and the Offer) by the placing of 70,000,000 new TripleArc Shares at 16p per share for the purpose of partially funding the cash element of the consideration for the Offer. The Offer Shares and the Placing Shares together will represent approximately 67.41 per cent. of TripleArc's enlarged issued share capital. The Offer is conditional, inter alia, on (i) TripleArc Shareholders resolving to approve the acquisition by TripleArc of Access Plus pursuant to the Offer and the Placing; and (ii) the re-admission and admission respectively to trading on AIM of the Existing TripleArc Shares and the New TripleArc Shares in accordance with the AIM Rules. In addition, the Offer is subject to the conditions and further terms of the Offer which are set out in full in Appendix 1 below and in the Form of Acceptance. Application will be made to the London Stock Exchange for the Existing TripleArc Shares to be re-admitted, and for the New TripleArc Shares to be admitted, to trading on AIM. It is expected that Admission will become effective and that dealings, for normal settlement, will commence in the Enlarged Issued Share Capital on the first dealing day following the day on which the Offer becomes or is declared unconditional in all respects (save for the condition relating to Admission). Information on TripleArc TripleArc provides integrated print procurement solutions, offering products and services that use its proprietary technology to streamline the business processes of print buying, production management and the distribution of printed material. The business focus of TripleArc has been to leverage the print management division's use of the Collaborative Workflow System ("CWS"), TripleArc's proprietary print procurement technology, to drive new business and growth of existing business. In the opinion of the TripleArc Directors, the growth in revenue and gross profit generated in the first six months of this year demonstrates the success of this approach. The TripleArc Directors are of the opinion that the technology has allowed TripleArc to increase efficiency and control operating costs. Since deployment of CWS among the print management division's supplier base, the gross profit of that division has almost trebled, whilst the overheads required to manage the additional volume of business have only increased by 50 per cent.. In the TripleArc Group's interim statements for the six months ended 30 June 2003, TripleArc reported an operating loss of #0.25 million (2002: (#1.93 million)) on a turnover of #7.15 million (2002: #2.59 million). A copy of the interim statements is set out in Section B of Part 2 of the AIM Admission Document. Trading since the interim statements has been in line with the expectations of the TripleArc Directors. Information on Access Plus Access Plus is a market leader in print management and, in contrast to TripleArc, has developed a range of logistics and project management skills to provide a service which extends beyond pure print management to stock holding and call-off delivery and the design and management of direct mail campaigns. In the Access Plus Group's interim statements for the six months ended 30 June 2003, Access Plus reported an operating profit of #2.09 million (2002: #1.98 million) on a turnover of #15.76 million (2002: #14.63 million). A copy of the interim statements is set out in Section B of Part 3 of the AIM Admission Document. Trading since the interim statements has been in line with the expectations of the Access Plus Directors. Further information on TripleArc, Access Plus and the Enlarged Group is set out in the Offer Document and the AIM Admission Document. Background to and reasons for the Offer Following TripleArc's successful integration of gl2, its print management business, the acquisition of Access Plus pursuant to the Offer represents an opportunity for TripleArc to replicate this approach on a larger scale. The TripleArc Directors and the Access Plus Directors believe that the combination of TripleArc and Access Plus will bring the following advantages to the Enlarged Group: * Enhanced market position - the Enlarged Group will be one of the leading print management companies in the UK, raising its profile amongst major corporate print buyers and their procurement directors. On the basis of the revenues of TripleArc and Access Plus for 2002, the Enlarged Group's combined turnover would have been some #37 million, which would have placed the Enlarged Group within the top five print management companies in the UK by turnover in that year; * Larger contract opportunities - the Enlarged Group will establish a dedicated strategic contracts team whose goal will be to pursue opportunities for securing large print management contracts, which the TripleArc Directors and the Access Plus Directors believe will become available for tender by the Enlarged Group given its increased scale and visibility in the market place; * Cross-selling of services - the Enlarged Group will have potential to provide an expanded service offering for customers, including logistics, fulfilment, stock management, business forms, direct mail expertise, special and security products, and advanced e-procurement solutions; * Technology base - technology is seen by many customers as an important prerequisite for print management companies. It is intended that CWS will be used by the Enlarged Group to demonstrate particular strength in this area and should streamline the Enlarged Group's print management processes, allowing the sales team to focus on the job of developing and providing an added value print management service; * Increased revenue from technology base - in addition to software sales that can be achieved through cross-selling, the Enlarged Group should be able to target increased revenue through the deployment of CWS; * Increased purchasing power - the Enlarged Group's combined print spend should give it greater purchasing power with its print and paper suppliers and should enable it to secure more favourable rates; and * Cost savings - the Enlarged Group should have the ability to achieve cost savings by integrating overlapping businesses and operations. Financial effects of acceptance of the Offer The financial effects of acceptance of the Offer on capital value and income are set out in Appendix 2 below. Management and employees Once the Offer becomes or is declared unconditional in all respects, Timothy Brettell, Peter Houston, Nicholas Haigh and Christopher Pople, all of whom are currently directors of Access Plus, will join the TripleArc Board as the Chairman, the Finance Director, the Sales Director and a non-executive director respectively. Timothy Brettell will be required to devote at least four days per month to the business of TripleArc. Of the remaining Access Plus Directors, Stephen Avery will continue to be Access Plus's Commercial Director and Access Plus's two other non-executive directors, Anthony Mitchard and Christopher Rowlands, have agreed to resign from the Access Plus Board when the Offer becomes or is declared unconditional in all respects with no compensation for loss of office or otherwise save for payment of remuneration in respect of their contractual notice periods. David Wong, the current Chairman of TripleArc, will remain on the Enlarged Board as a non-executive director and Shane Greenan, the current Finance Director of TripleArc, will remain on the Enlarged Board in an executive capacity with a view to becoming a non-executive director of TripleArc in due course. Details of the service contracts and letters of appointment of the Enlarged Board are set out in the AIM Admission Document. TripleArc has given assurances to the Access Plus Board that, if the Offer becomes or is declared unconditional in all respects, the existing rights, including pension rights, of the management and employees of Access Plus will be fully safeguarded. On Admission, it is proposed to grant options to each of Jason Cromack, Peter Houston, Nicholas Haigh, J T Wong, Colin Passmore, Stephen Avery and Neil Watson over an aggregate of 3,650,000 TripleArc Shares at an option exercise price equal to the Placing Price. Further details of these proposed options (including performance targets) are set out in the AIM Admission Document. Access Plus Share Option Schemes The Offer extends to all Access Plus Shares which are issued or unconditionally allotted or issued whilst the Offer remains open for acceptance (or, subject to the provisions of the Code, such earlier date as TripleArc may determine), pursuant to the exercise of Access Plus Options. Following the Offer becoming or being declared unconditional in all respects, appropriate proposals will be made to holders of Access Plus Options, to the extent that such options have not been exercised or lapsed. The Access Plus Directors who hold Access Plus Options have agreed, conditional on the Offer becoming or being declared unconditional in all respects and on Admission, to surrender their Access Plus Options (save for the 1997 Houston Option which Mr Houston has, conditional on the Offer becoming or being declared unconditional in all respects and on Admission, irrevocably undertaken to exercise so that the Access Plus Shares resulting from such exercise will be acquired by TripleArc pursuant to the Offer). Financing the Offer It is estimated that full acceptance of the Offer would require the payment by TripleArc of a maximum of approximately #27.9 million in cash (assuming that all Access Plus Options which are exercisable (at an exercise price per Access Plus Share of not more than the value of the Offer for each Access Plus Share) are exercised). The cash consideration payable under the Offer will be financed partly through the #20 million acquisition finance facilities provided by HSBC Bank plc and partly through the Placing. Further details of the acquisition finance facilities and the Placing are set out in the AIM Admission Document. Canaccord has confirmed that the necessary financial resources are available to TripleArc to enable it to satisfy full acceptance of the Offer. Lock-in arrangements The TripleArc Directors (other than Shane Greenan and Colin Passmore), the Proposed Directors and Stephen Avery and persons connected with each of them will, on Admission, be interested in an aggregate of 49,319,841 TripleArc Shares representing 24.70 per cent. of the Enlarged Issued Share Capital. The TripleArc Directors (other than Shane Greenan and Colin Passmore), the Proposed Directors and Stephen Avery have undertaken to Canaccord and Evolution that, except in certain limited circumstances, they shall not (and, in the case of persons connected with them, they shall procure (so far as they are lawfully able to do so) that such persons shall not) dispose of their holdings of TripleArc Shares after Admission for a period expiring on the date of publication of the preliminary announcement of the final results of the Enlarged Group for the year ending 31 December 2004 without the written consent of Canaccord and Evolution and, for a period of 12 months thereafter, not to effect such disposals without first offering such TripleArc Shares for sale through Canaccord and/or Evolution. TripleArc Extraordinary General Meeting The Offer is classified as a reverse takeover for the purposes of the AIM Rules and is therefore conditional on the approval of TripleArc Shareholders. An Extraordinary General Meeting is being convened for 10.00 a.m. on 17 November 2003 for the purpose of considering and, if thought fit, passing the following resolutions: (a) an ordinary resolution to approve the Offer and any revisions or extension thereof and related arrangements; (b) subject to and conditional upon the Offer becoming or being declared unconditional in all respects (save in relation to Admission), a special resolution: (i) to increase TripleArc's authorised share capital from #6,000,000 to #15,000,000 by the creation of 180,000,000 new TripleArc Shares; (ii) to authorise the TripleArc Directors pursuant to section 80 of the Act to allot relevant securities (including the Offer Shares and the Placing Shares) up to a maximum aggregate nominal amount of #10.88 million; and (iii) to empower the TripleArc Directors pursuant to section 95 of the Act to allot equity securities (including the Placing Shares) for cash; and (c) subject to and conditional upon the Offer becoming or being declared unconditional in all respects (save in relation to Admission), a special resolution to amend the articles of association of TripleArc so as to increase: (i) the maximum aggregate amount of fees which may be paid by TripleArc to its non-executive directors from #12,000 to #100,000; and (ii) TripleArc's borrowing limits from the greater of #5,000,000 and an amount equal to two times the adjusted share capital and consolidated reserves of TripleArc to the greater of #30,000,000 and an amount equal to two times the adjusted share capital and consolidated reserves of TripleArc. Inducement fee arrangements As an inducement to TripleArc for considering the Offer, Access Plus has agreed to pay TripleArc an inducement fee of up to #300,000 in certain circumstances. Further details of these arrangements are set out in the AIM Admission Document. Recommendation to Access Plus Shareholders The Access Plus Directors, who have been so advised by Rowan Dartington, consider the terms of the Offer to be fair and reasonable. In providing advice to the Access Plus Directors, Rowan Dartington has taken into account the Access Plus Directors' commercial assessment of the Offer. Accordingly, the Access Plus Directors will unanimously recommend that Access Plus Shareholders accept the Offer, as they and, as appropriate, their immediate families and related companies and trusts have irrevocably undertaken to do in respect of their interests in Access Plus Shares amounting, in aggregate, to 6,024,816 Access Plus Shares, representing approximately 33.38 per cent. of the existing issued share capital of Access Plus. Recommendation to TripleArc Shareholders The TripleArc Directors, who have been so advised by Canaccord, consider that the Offer, the Placing and all the matters contained in the resolutions to be proposed at the TripleArc Extraordinary General Meeting are in the best interests of TripleArc Shareholders as a whole. Accordingly, the TripleArc Directors will unanimously recommend TripleArc Shareholders to vote in favour of the Resolutions as they have irrevocably undertaken to do (or to procure (so far as they are able) that the voting rights attaching to their interests are cast) in respect of their aggregate interests in 32,194,086 Existing TripleArc Shares, representing approximately 49.15 per cent. of TripleArc's existing issued share capital. General The Offer Document and the related AIM Admission Document of TripleArc will be posted to Access Plus Shareholders today. APPENDIX 1 CONDITIONS AND FURTHER TERMS OF THE OFFER The Offer (including the Mix and Match Election) is subject to the following conditions: (a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. on 13 November 2003 or such later time(s) and/or date(s) as TripleArc may, subject to the rules of the Code, decide in respect of not less than 90 per cent. (or such lower percentage as TripleArc may decide with the agreement of HSBC Bank plc) in nominal value of the Access Plus Shares to which the Offer relates, provided that, unless agreed by the Panel, this condition shall not be satisfied unless TripleArc and its subsidiaries shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) shares in Access Plus carrying, in aggregate, more than 50 per cent. of the voting rights exercisable at a general meeting of Access Plus, including for this purpose (to the extent, if any, required by the Panel) any voting rights attaching to any Access Plus Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise. For the purposes of this condition: (i) shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights they will carry upon their being entered in the register of members of Access Plus; and (ii) the expression "Access Plus Shares to which the Offer relates" shall be construed in accordance with Sections 428 to 430F of the Act. (b) the passing at the EGM (or at any adjournment thereof) of the Resolutions; (c) the re-admission to trading on AIM of the Existing TripleArc Shares and the admission to trading on AIM of the New TripleArc Shares (including the Offer Shares to be issued pursuant to the Offer) becoming effective in accordance with paragraph 6 of the AIM Rules; (d) the Office of Fair Trading not having indicated to TripleArc that it is the intention of the Secretary of State for Trade and Industry to refer the proposed acquisition of Access Plus by TripleArc, or any matter arising therefrom, to the Competition Commission; (e) no government or governmental, quasi-governmental, supranational, statutory or regulatory body, court, trade agency or any other similar person or body in any jurisdiction (each an "Authority") having decided to take, institute, implement or threaten any action, proceeding, suit, enquiry, investigation or reference or make, propose or enact any statute, regulation, undertaking, order or decision that would or might reasonably be expected to: (i) make the Offer or its implementation or the acquisition or the proposed acquisition by TripleArc of any shares in, or control of, Access Plus or any member of the Wider Access Plus Group (as defined below) void, illegal or unenforceable or, directly or indirectly, prohibit, or otherwise materially restrict, delay or interfere with the implementation of the same, or impose material additional adverse conditions or other obligations with respect thereto, or otherwise materially challenge or interfere therewith in any such case to a material extent; (ii) require or prevent the divestiture by TripleArc of any Access Plus Shares; (iii) require, delay, adversely affect or prevent the divestiture by TripleArc or by any member of the Access Plus Group or any of its associated undertakings (together the "Wider Access Plus Group") of all or any material part of their respective businesses, assets or property or impose any material limitation on the ability of any of them to conduct their respective businesses or own any material portion of their respective assets or properties in each case in a manner or to an extent which is material to TripleArc in the context of the Offer or, as the case may be, in the context of the Wider Access Plus Group as a whole; (iv) impose any material limitation on or materially delay the ability of TripleArc to acquire or hold or exercise effectively all rights of ownership of Access Plus Shares or securities convertible into Access Plus Shares or on the ability of a member of the Access Plus Group to hold or exercise effectively all or any rights of ownership of shares in a member of the Wider Access Plus Group or on the ability of TripleArc to exercise management control over a member of the Wider Access Plus Group in any such case in a manner or to an extent which is material to TripleArc in the context of the Offer or, as the case may be, in the context of the Wider Access Plus Group taken as a whole; (v) save pursuant to the Offer, require TripleArc or the Wider Access Plus Group to offer to acquire or repay any shares or other securities of any member of the Wider Access Plus Group owned by any person to an extent material in the context of the Offer; or (vi) otherwise materially and adversely affect the business, profits or prospects of TripleArc or any member of the Wider Access Plus Group; and all applicable waiting periods during which any such Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, enquiry, investigation or reference having lapsed, expired or been terminated; (f) save as disclosed in writing to TripleArc by or on behalf of Access Plus before 21 October 2003 or as publicly announced to an RIS by or on behalf of Access Plus before 21 October 2003, there being no provision of any legally binding arrangement, agreement, licence or other instrument to which a member of the Wider Access Plus Group is a party, or by or to which any such member is or any of their assets are bound or subject, or any circumstance which would or might be reasonably expected to as a result of the Offer, the acquisition or proposed acquisition of any of the Access Plus Shares by TripleArc or as a result of a change of management or control of Access Plus result (to an extent which would have a material adverse effect on the Wider Access Plus Group taken as a whole) in: (i) any monies borrowed by or any other indebtedness (actual or contingent) of such member of the Wider Access Plus Group being or becoming repayable immediately or prior to their or its stated maturity or the ability of any such member to borrow monies or incur indebtedness being withdrawn or prohibited or otherwise materially and adversely affected; (ii) any such legally binding arrangement, agreement, licence, franchise, permit or other instrument being terminated, becoming capable of termination, or adversely modified or adverse action being taken or any onerous obligation or material liability arising under it including, but not limited to, a request for repayment of any monies borrowed by or any other indebtedness (actual or contingent) of a member of the Wider Access Plus Group; (iii) any member of the Wider Access Plus Group ceasing to be able to carry on business under a name under which it presently does so; (iv) the creation or enforcement of a mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member of the Wider Access Plus Group or any such mortgage, charge or other security (whenever arising or having arisen) becoming enforceable; (v) the rights, liabilities, obligations or interests of any such member of the Wider Access Plus Group under any such arrangement, agreement, licence or other instrument or the interests or business of any such member of the Wider Access Plus Group in or with any other person, firm, company or body (or any other arrangements relating to any such interest or business) being terminated or adversely materially modified or materially affected or any onerous obligation or liability arising under it; (vi) any material assets or material interests of any such member of the Wider Access Plus Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged other than in the ordinary course of business; (vii) the financial or trading position or prospects of any such member of the Wider Access Plus Group being materially prejudiced or materially adversely affected; or (viii)the creation of material liabilities by any such member of the Wider Access Plus Group (other than in the ordinary course of business); (g) all necessary notifications and filings in connection with the Offer or the acquisition by TripleArc of any shares in, or under the control of, Access Plus or any member of the Wider Access Plus Group or any matter arising therefrom or relating thereto or its implementation having been made, all appropriate waiting periods (including extensions thereof) in respect of the Offer under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated, all necessary statutory and regulatory obligations in connection with the Offer or the acquisition by TripleArc of any shares in, or control of, Access Plus or any member of the Wider Access Plus Group in any jurisdiction having been complied with and all authorisations, orders, grants, recognitions, confirmations, licences, clearances, consents, permissions and approvals ("Authorisations") necessary or appropriate in respect of the Offer or the acquisition by TripleArc of any shares in, or control of, Access Plus or any member of the Wider Access Plus Group or the financing or implementation thereof, or which are necessary for any member of the Wider Access Plus Group to carry on its business or in relation to the affairs of any member of the Wider Access Plus Group having been obtained in terms and in a form reasonably satisfactory to TripleArc from all appropriate Authorities and those Authorisations remaining in full force and effect and all filings necessary for such purpose having been made and no notice or intimation of an intention to revoke or not to renew them having been received in each case where the absence of any such Authorisation would have a material adverse effect; (h) other than pursuant to the Offer or as set out in the AIM Admission Document or as publicly announced by Access Plus prior to 21 October 2003 through an RIS or as disclosed in its published report and accounts for the financial period ended 31 December 2002 or in writing to TripleArc by Access Plus in connection with the Offer prior to 21 October 2003, no member of the Wider Access Plus Group having, since 31 December 2002 and prior to the date when the Offer becomes unconditional: (i) save by a wholly owned subsidiary of Access Plus to Access Plus or another wholly owned subsidiary of Access Plus issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to acquire or subscribe for, any such shares or other securities, or redeemed, purchased or reduced any part of its share capital (or announced any proposal to do the same) save in respect of the exercise of Access Plus Options; (ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make a dividend, bonus or other distribution (whether payable in cash or otherwise) other than a distribution by any wholly owned subsidiary of Access Plus to its parent company; (iii) merged with or de-merged from any body corporate or acquired or disposed of (other than in the ordinary course of business of the Wider Access Plus Group which would not have a material adverse effect on such group taken as a whole) or transferred, mortgaged, granted a lease or third party right, encumbered or charged or created any security interest (each a "Transaction") over any assets or any rights, title or interest in any assets (including shares and trade investments), made or authorised or proposed or announced its intention to propose any change in its share or loan capital or authorised or proposed or announced any intention to propose any such Transaction; (iv) issued, authorised or proposed the issue of any debentures; (v) otherwise than in the ordinary course of business incurred or increased any indebtedness or contingent liability which is material in the context of the Wider Access Plus Group taken as a whole; (vi) entered into or materially varied or made any offer to enter into or vary the terms of any contract or commitment with any director or senior executive of Access Plus in any material respect; (vii) purchased, redeemed or announced any proposal to purchase or redeem any of its own shares or other securities or reduced or made any other changes to its share capital; (viii)proposed a voluntary winding-up; (ix) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; (x) waived or compromised a claim which is material in the context of the Wider Access Plus Group taken as a whole; (xi) entered into or materially varied or announced its intention to enter into or vary a contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is not in the ordinary course of business or which is of a long-term, onerous or unusual nature or which involves or could reasonably be expected to involve an obligation of a nature or magnitude which is material in the context of the Wider Access Plus Group taken as a whole; (xii) entered into, made an offer (which remains open to acceptance) to enter into or materially varied the terms of a service or consultancy agreement with or in respect of the services of any of the directors, senior executives or consultants of Access Plus or the other member of the Access Plus Group in any material respect; (xiii)entered into any agreement or commitment which is material in the context of the Wider Access Plus Group taken as a whole to subscribe, purchase or otherwise acquire any shares or other interest in any entity or part thereof; (xiv) had any receiver or administrative receiver appointed over a material part of the assets of any member of the Wider Access Plus Group or had any analogous proceedings or steps taken under the laws of any relevant jurisdiction or had any petition presented for the administration of any member of the Wider Access Plus Group or any equivalent proceedings or steps taken under the laws of any relevant jurisdiction or any corporate action to effect the same; (xv) entered into or varied in any material respect or authorised, proposed or announced its intention to enter into or vary in any material respect any contract, transaction, arrangement or commitment which would be restrictive in any material respect on the business of any member of the Wider Access Plus Group or which could be so restrictive or which would have a material adverse effect on the business of the Wider Access Plus Group taken as a whole; (xvi) taken any corporate action (except in the case of a dormant or non-trading subsidiary) or had any legal proceedings instituted or threatened against it in respect of its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its material assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction; (xvii)made or agreed or consented to any significant change to the terms of the trust deeds constituting the pension schemes established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined, or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to any change to the trustees involving the appointment of a trust corporation which would be material in the context of the Wider Access Plus Group taken as a whole; or (xviii)entered into a contract, agreement or commitment or legally binding arrangement or passed a resolution with respect to or announced an intention to effect or to propose a transaction or event referred to in this paragraph (other than those specifically excluded); (i) other than as publicly announced by Access Plus prior to 21 October 2003 through an RIS or as disclosed in its published report and accounts for the financial period ended 31 December 2002 or in writing to TripleArc by or on behalf of Access Plus in connection with the Offer prior to 21 October 2003: (i) there having been no material adverse change or deterioration in the business, assets, financial, or trading position, profits or prospects of the Wider Access Plus Group taken as a whole; (ii) no litigation, arbitration proceedings, prosecution or other legal proceedings, suit investigation or enquiry having been instituted or threatened or remaining outstanding against or by a member of the Wider Access Plus Group (whether as plaintiff or defendant or otherwise) which in any such case is material and adverse in the context of the Wider Access Plus Group taken as a whole; or (iii) no contingent or other liability having arisen for any member of the Wider Access Plus Group which might reasonably be expected materially and adversely to affect the Wider Access Plus Group taken as a whole; and (j) TripleArc not having discovered (other than to the extent disclosed to TripleArc before 21 October 2003): (i) that the financial, business or other information concerning the Wider Access Plus Group as contained in the information publicly disclosed at any time after 31 December 2002 by or on behalf of a member of the Wider Access Plus Group or otherwise made available to TripleArc by Access Plus either contains a material misrepresentation of fact or omits a fact necessary to make the information contained in it not materially misleading in each case to an extent which is material in the context of the Offer; (ii) that any member of the Wider Access Plus Group is subject to any contingent liability not disclosed in its published report and accounts for the financial period ended 31 December 2002 which is material in the context of the Wider Access Plus Group taken as a whole; (iii) any information which materially adversely affects the import of any information disclosed at any time by or on behalf of any member of the Wider Access Plus Group. Subject to the requirements of the Panel, TripleArc reserves the right to waive, in whole or in part, all or any of the above conditions apart from conditions (a) to (d). The Offer will lapse unless all of the conditions have been fulfilled (save for the condition as to Admission) or (if capable of waiver) waived by midnight on whichever is the later of 21 days after the first closing date of the Offer and the date on which condition (a) is fulfilled (or such later date as TripleArc may, with the consent of the Panel, decide). TripleArc shall, however, be under no obligation to waive (if capable of waiver) or treat as fulfilled any of conditions (e) to (j) inclusive by a date earlier than the latest date specified above for its satisfaction notwithstanding that the other conditions of the Offer may at such earlier date have been fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment. References to the Offer lapsing means that the Offer shall thereupon cease to be capable of further acceptance and Access Plus Shareholders and TripleArc shall cease to be bound by acceptances delivered on or before the time when the Offer so lapses. If TripleArc is required by the Panel to make an offer or offers for Access Plus Shares under the provisions of rule 9 of the City Code, TripleArc may make such alterations to the conditions as are necessary to comply with the provisions of that rule and any other requirements of the City Code. The Offer will lapse if, before 3.00 p.m. on the first closing date or the date when the Offer becomes or is declared unconditional as to acceptances, whichever is the later, the acquisition by TripleArc of Access Plus is referred to the Competition Commission. APPENDIX 2 FINANCIAL EFFECTS OF ACCEPTANCE In accordance with the terms of the Offer (and without taking into account any election which Access Plus Shareholders may make pursuant to the Mix and Match Election), Access Plus Shareholders will receive 150p in cash and 3.516 Offer Shares for each Access Plus Share they hold. Fractions of Offer Shares will not be allotted and entitlements will be rounded down to the nearest whole Offer Share. The capital value received for each accepting Access Plus Share is dependent on the market price of TripleArc Shares and, accordingly, will vary over time as the price of TripleArc Shares fluctuates. The following table shows, for illustrative purposes only, assuming no election is made for the Mix and Match Election, and on the bases and assumptions set out in the notes below, the financial effects of acceptance of the Offer on capital value and income for a holder of one Access Plus Share if the Offer becomes or is declared unconditional in all respects: (a) Capital value Market value of 3.516 Offer Shares1 73.0p Cash consideration of 150p per Access Plus Share 150p ------ Value of consideration1 223.0p Market value of one Access Plus Share2 132.5p ------ Increase in capital value of 90.5p Representing an increase of 68.30 per cent. OR Market value of one Access Plus Share3 182.5p ------ Increase in capital value of 40.5p Representing an increase of 22.19 per cent. (b) Income Gross annual dividend income from 3.516 Offer Shares4 Nil Gross annual interest income from the cash consideration5 7.3p ------ Total income from the consideration 7.3p Gross annual dividend income from one Access Plus Share6 9.8p ------ Decrease in income 2.5p Representing a decrease of 25.51 per cent. Notes: 1. This is based on the Closing Price of a TripleArc Share of 20.75p on 22 October 2003, being the last dealing day prior to the release of this announcement. The market value of a TripleArc Share may fluctuate at any time. 2. The market value of an Access Plus Share appearing in this illustration is based on the Closing Price of 132.5p on 24 April 2003, being the last dealing day prior to the announcement by Access Plus that it had received an approach which may result in an offer being made for its entire issued share capital. 3. The market value of an Access Plus Share appearing in this illustration is based on the Closing Price of 182.5p on 22 October 2003, being the last dealing day prior to the release of this announcement. 4. TripleArc has never declared or paid any dividends. 5. The income from the cash consideration has been calculated on the assumption that the cash is re-invested in UK Government securities so as to achieve an income of 4.87 per cent. per annum, being the average gross redemption yield on medium coupon UK Government fixed interest rate securities of maturities of 5 to 15 years, as derived from the FT Actuaries Index as at 21 October 2003 as published in the Financial Times on 22 October 2003, being the latest practicable date prior to release of this announcement. 6. The dividend income on an Access Plus Share is based upon the final dividend for the year ended 31 December 2002 of 5.8p (net) together with the 2003 interim dividend of 3p (net), in each case grossed up by a factor of 100/90. 7. No account has been taken of fractions or any liability (actual or potential) to taxation. APPENDIX 3 DEFINITIONS The following definitions apply throughout this announcement unless the context requires otherwise: "1997 Houston Option" the Access Plus Option in respect of 200,000 Access Plus Shares at an exercise price of 170p per share granted to Peter Houston on 15 September 1997, details of which are set out in paragraph 3.1.1(b) of Appendix 2 to the Offer Document "Access Plus" Access Plus PLC "Access Plus Directors" or the directors of Access Plus as at the date "Access Plus Board" of this announcement "Access Plus Group" Access Plus and its subsidiaries and subsidiary undertakings "Access Plus Options" options granted under the Access Plus Share Option Schemes "Access Plus Shareholder(s)" holder(s) of Access Plus Shares "Access Plus Share Option the Access Plus Company Share Option Scheme, Schemes" the Access Plus Unapproved Executive Share Option Scheme and the Access Plus Unapproved Executive Share Option Scheme and the Access Plus Enterprise Management Incentives Scheme "Access Plus Shares" the existing unconditionally allotted or issued and fully paid ordinary shares of 10p each in the capital of the Access Plus and any further such shares which may be issued or unconditionally allotted during the period ending on the date and time at which the Offer becomes or is declared unconditional in all respects or, subject to the provisions of the City Code, such earlier date or dates as TripleArc may determine "Act" the Companies Act 1985 (as amended) "Admission" the re-admission of the Existing TripleArc Shares, and the admission of the New TripleArc Shares, to trading on AIM becoming effective pursuant to paragraph 6 of the AIM Rules "AIM" the Alternative Investment Market of the London Stock Exchange "AIM Admission Document" TripleArc's AIM admission document dated with the same date as this announcement "AIM Rules" the rules of the London Stock Exchange relating to AIM "Australia" the Commonwealth of Australia, its states, territories and possessions "Canaccord" Canaccord Capital (Europe) Limited, which is regulated by the Financial Services Authority "Canada" Canada, its provinces and territories and all areas subject to its jurisdiction or any political subdivision thereof "Circular" the circular dated with the same date as this announcement and addressed to TripleArc Shareholders containing, inter alia, notice of the Extraordinary General Meeting "Closing Price" the closing middle market quotation of the relevant share as derived from the Daily Official List "Code" or "City Code" the City Code on Takeovers and Mergers "Daily Official List" the Daily Official List of the London Stock Exchange "Enlarged Board" the directors of TripleArc on Admission, details of whom are set out in paragraph 2.5 of Appendix 2 to the Offer Document "Enlarged Group" the TripleArc Group (as enlarged by the Access Plus Group) "Enlarged Issued Share the issued share capital of TripleArc as enlarged Capital" by the issue of the New TripleArc Shares (assuming full acceptance of the Offer and full subscription under the Placing and without taking into account any shares issued in exercise of outstanding Access Plus Options (save for the 1997 Houston Option) or TripleArc Options) "Evolution" Evolution Beeson Gregory Limited, which is regulated by the Financial Services Authority "Existing TripleArc the issued and fully paid TripleArc Shares as at Shares" the date of this announcement "Extraordinary General the extraordinary general meeting of TripleArc to Meeting" or "EGM" be held on 17 November 2003, notice of which is set out at the end of the Circular "Form of Acceptance" the form of acceptance and authority accompanying the Offer Document for use in connection with the Offer "gl2" gl2 Limited, a subsidiary of TripleArc "Japan" Japan, its cities, prefectures, territories and possessions "London Stock Exchange" London Stock Exchange plc \"Mix and Match Election" the right of Access Plus Shareholders who validly accept the Offer to elect to vary the proportions of Offer Shares and cash receivable under the Offer or, as the context may require, such an election "New TripleArc Shares" the Offer Shares and the Placing Shares "Offer" the recommended offer made by Canaccord on behalf of TripleArc to Access Plus Shareholders, on the terms and subject to the conditions set out in Appendix 1 and the Form of Acceptance, to acquire the whole of the issued and to be issued share capital of Access Plus and, where the context so requires, any subsequent revision, variation, extension or renewal thereof "Offer Shares" the new TripleArc Shares to be issued to Access Plus Shareholders pursuant to the Offer "Official List" the Official List of the UKLA "Panel" the Panel on Takeovers and Mergers "Placing" the placing of the Placing Shares pursuant to the terms of the Placing Agreement, details of which are set out in the AIM Admission Document "Placing Agreement" the agreement between TripleArc (1), the TripleArc Directors (2), the Proposed Directors (3), Canaccord (4) and Evolution (5) dated 23 October 2003 relating to the Placing, the principal terms and conditions of which are summarised in paragraph 11.2 of Part 6 of the AIM Admission Document "Placing Price" 16p, being the price at which the Placing Shares are being issued pursuant to the Placing "Placing Shares" 70,000,000 new TripleArc Shares to be issued pursuant to the Placing "Proposed Directors" Timothy Brettell, Peter Houston, Nicholas Haigh and Christopher Pople, all of whom are currently directors of Access Plus and will be joining the board of TripleArc upon Admission "Resolutions" the resolutions to be proposed at the EGM "Rowan Dartington" Rowan Dartington & Co. Limited, which is regulated by the Financial Services Authority "TripleArc" TripleArc plc "TripleArc Directors" or the directors of TripleArc as at the date of "TripleArc Board" this announcement "TripleArc Group" TripleArc and its subsidiaries and subsidiary undertakings "TripleArc Options" options granted under (1) the TripleArc Share Option Scheme; and (2) the option agreements which are described in paragraphs 11.6 to 11.9 of Part 6 of the AIM Admission Document "TripleArc Shareholder(s)" holder(s) of Existing TripleArc Shares "TripleArc Share Option the TripleArc plc Employee Share Option Scheme Scheme" "TripleArc Shares" ordinary shares of 5p each in TripleArc "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "UKLA" the Financial Services Authority, acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 "United States" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia This information is provided by RNS The company news service from the London Stock Exchange END OFFIFFFLIRLFFIV
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