TIDMPGB TIDMTTM
RNS Number : 7830X
Pilat Media Global PLC
16 January 2014
For immediate release
Part 1 of 2
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 January 2014
Proposed acquisition of Pilat Media Global plc ("Pilat") by
SintecMedia Ltd. ("SintecMedia") and Sintec Media Software Ltd.
("SMS"), a wholly owned subsidiary of SintecMedia, to be
implemented by way of a Scheme of Arrangement under Part 26 of the
Companies Act
Introduction
The Boards of SintecMedia, SMS and Pilat are pleased to announce
the terms of a recommended proposal under which SintecMedia and its
wholly owned subsidiary SMS will acquire for cash the entire issued
and to be issued share capital of Pilat not already owned by
SintecMedia.
The structure of the Acquisition is that SintecMedia will
acquire 5 per cent. of the issued and to be issued share capital of
Pilat and SMS will acquire the remaining issued and to be issued
share capital of Pilat not already owned (or to be acquired
pursuant to the Scheme) by SintecMedia.
The Scheme
The Scheme Price is 95 pence in cash for every Scheme Share. On
this basis, the Scheme values the entire issued and to be issued
share capital of Pilat at approximately GBP63.3 million (assuming
the exercise of all outstanding options under the Pilat Share
Schemes).
At the date of this announcement SintecMedia holds 14,210,782
Pilat Shares, representing approximately 22.73 per cent. of Pilat's
existing issued share capital.
The Scheme Price represents:
- a premium of approximately 28.8 per cent. to the closing price
of 73.75 pence per Pilat Share on AIM as at 15 January 2014, being
the last UK dealing day prior to the date of this announcement;
- a premium of approximately 37.0 per cent. to the average
closing price of approximately 69.4 pence per Pilat Share on AIM
for the three month period ending 15 January 2014 being the last UK
dealing day prior to the date of this announcement;
- a premium of approximately 35.9 per cent. to the closing price
of 4.0 NIS per Pilat Share on the TASE (equivalent to 69.9 pence in
accordance with the representative sterling-NIS exchange rate as
published by the Bank of Israel on 15 January 2014), as at 15
January 2014, being the last Israeli dealing day prior to the date
of this announcement; and
- a premium of approximately 44.3 per cent. to the average
closing price of 3.8 NIS (equivalent to 65.8 pence in accordance
with the representative sterling-NIS exchange rate as published by
the Bank of Israel on 15 January 2014) per Pilat Share on the TASE
for the three month period ending 15 January 2014, being the last
Israeli dealing day prior to the date of this announcement.
The Scheme provides certainty of value to Pilat Shareholders
through a cash exit at a significant premium to the recent share
price.
Recommendation
The Pilat Directors, who have been so advised by Shore Capital,
consider the terms of the Scheme to be fair and reasonable and will
unanimously recommend all Pilat Shareholders to vote in favour of
the resolutions to be proposed at the Court Meeting and the General
Meeting in relation to the Scheme. In providing advice to the Pilat
Directors, Shore Capital has taken into account the Pilat
Directors' commercial assessments.
Background to and reasons for the Scheme
SintecMedia and Pilat have been developing and marketing
business management software for broadcasters for many years. The
two companies provide end-to-end integrated and modular solutions,
targeting major broadcasters and media companies around the world.
The market in which SintecMedia and Pilat operate is rapidly
evolving, with new players and new technologies presenting new
opportunities but also difficult challenges. The Boards of
SintecMedia and Pilat believe that the merger of the SintecMedia
and Pilat groups of companies will realise a number of benefits for
clients and staff, resulting from the considerable additional scale
of the Enlarged Group.
Irrevocable undertakings
The Pilat Directors have irrevocably undertaken to vote, or to
procure the vote, in favour of the resolutions to be proposed at
the Court Meeting and the General Meeting in relation to the Scheme
in respect their own beneficial holdings of 7,485,945 Pilat Shares,
representing, in aggregate, approximately 11.97 per cent. of the
existing issued share capital of Pilat. Such irrevocable
commitments extend to any Pilat Shares arising from the exercise of
options held under the Pilat Share Schemes prior to the date of
such meetings.
SMS and SintecMedia have also received, in aggregate, other
irrevocable undertakings to vote, or to procure the vote, in favour
of the resolutions to be proposed at the Court Meeting and the
General Meeting in relation to the Scheme in respect of 17,418,322
Pilat Shares, representing approximately 27.85 per cent. of Pilat's
existing issued share capital.
Details of those persons providing an irrevocable undertaking
are as follows:
Name of Pilat shareholder giving the Number of Pilat Shares in respect of Approximate percentage of Pilat's
undertaking which the undertaking is given existing issued share capital
Pilat Directors
Michael Rosenberg 198,000 0.32
Avi Engel 2,202,102 3.52
Martin Blair 68,500 0.11
Samuel Sattath 3,111,993 4.98
Or Elovitch 92,250 0.15
Alex Rabinovitch 1,813,100(1) 2.90
Other Pilat Shareholders
Eurocom Investments LP 12,186,360 19.49
Eurocom Holdings (1979) Ltd 238,107 0.38
Michael Zuckerman 2,440,991 3.90
Benjamin Moneta 1,137,864 1.82
Ronnie Erlichman 1,415,000 2.26
Total 24,904,267 39.83
(1) The irrevocable undertaking provided by Alex Rabinovitch
includes reference to 12,186,360 Pilat Shares in the name of
Eurocom Investments LP who, themselves, have provided an
irrevocable undertaking in respect of such Pilat Shares.
All the irrevocable commitments continue to be binding in the
event of a higher competing offer being made for Pilat and will
cease to be binding only if the Scheme lapses or is withdrawn. All
of the irrevocable commitments, except those from Michael
Rosenberg, Avi Engel, Martin Blair, Samuel Sattath, Michael
Zuckerman, Benjamin Moneta and Ronnie Erlichman contain an
undertaking to vote in favour of the resolution at the General
Meeting to approve the Payments.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange 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 securities exchange 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
securities exchange 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 securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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 securities exchange 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
securities exchange 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).
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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Israeli Withholding Tax on Scheme consideration
Pilat Shareholders should be aware that the consideration
payable may, in certain circumstances, be subject to Israeli
Withholding Tax of up to 25 per cent. Pilat Shareholders are
advised to read carefully the paragraphs relating to Israeli
Withholding Tax and the process for returning Israeli Tax
Declaration Forms in the Scheme Document.
Commenting on the Scheme, Amotz Yarden, Chief Executive Officer
of SintecMedia said:
"The Scheme Price represents a substantial premium to the
closing price of 73.75 pence per Pilat Share on AIM on 15 January
2014 and of 4.0 NIS per Pilat Share on TASE on 15 January 2014, and
the boards of SintecMedia and SMS believe that, given the economic
uncertainty and market pressures facing the industry, this
represents a very good opportunity for Pilat Shareholders to
realise their investment in cash today. SintecMedia and SMS believe
that the Acquisition will also provide the employees and clients of
Pilat with an opportunity to benefit from the combined scale and
technological strength of the Enlarged Group, which will be well
placed to meet the challenges faced by the industry in the years to
come."
Commenting on the Scheme, Avi Engel, Chief Executive Officer of
Pilat said:
"Since becoming an independent public company in 2002 Pilat has
successfully developed its business. This is reflected in the terms
of the proposed Acquisition which offers Pilat Shareholders a cash
exit at an attractive valuation of approximately US$100 million for
the Company. Being part of a larger and privately held group is the
right next step for the Company and joining forces with the
SintecMedia group of companies is a natural choice that will enable
the Enlarged Group to continue growing for the benefit of all its
stakeholders."
This summary should be read in conjunction with the full text of
this announcement. Appendix I to this announcement contains the
conditions to, and certain further terms of, the Scheme. Appendix
II to this announcement contains further details of the sources of
information and bases of calculations set out in this announcement.
Appendix III contains definitions of certain expressions used in
this summary and in this announcement.
Enquiries:
SintecMedia Ltd./Sintec Media Software Ltd. Tel: +972 (2)
651-5122
Amotz Yarden, Chief Executive Officer
Shlomo Freidenreich, Chief Financial Officer
Cairn Financial Advisers LLP Tel: +44 (0)20 7148 7900
(Financial Adviser to SintecMedia and SMS)
Liam Murray
Avi Robinson
Pilat Media Global plc Tel: +44 (0)20 8782 0700
Avi Engel, Chief Executive Officer
Martin Blair, Chief Financial Officer
Shore Capital and Corporate Limited Tel: +44 (0)20 7408 4090
(Financial Adviser to Pilat)
Dru Danford
Patrick Castle
Abchurch Tel: +44 (0)20 7398 7719
(Public Relations Adviser to Pilat)
Henry Harrison-Topham
Jamie Hooper
Cairn, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for SMS and
SintecMedia and no one else in connection with the Scheme and the
matters referred to in this announcement. Cairn will not be
responsible to any person other than SMS and SintecMedia for
providing the protections afforded to clients of Cairn, nor for
providing advice in relation to the Scheme or any other matter
referred to in this announcement.
Shore Capital, which is authorised and regulated in the UK by
the Financial Conduct Authority, is acting exclusively for Pilat
and no one else in connection with the Scheme and the matters
referred to in this announcement. Shore Capital will not be
responsible to any person other than Pilat for providing the
protections afforded to clients of Shore Capital, nor for providing
advice in relation to the Scheme or any other matter referred to in
this announcement.
Please note that addresses, electronic addresses and certain
other information provided by Pilat Shareholders and other relevant
persons for the receipt of communications from Pilat may be
provided to an offeror as required under the Takeover Code.
This announcement is for information purposes only and does not
constitute, or form part of, an offer to sell nor an invitation to
subscribe for or purchase any securities nor the solicitation of an
offer to buy securities pursuant to the Scheme or otherwise. The
Scheme will be effected solely by means of the Scheme Document,
which will contain the full terms and conditions of the Scheme,
including details of how to vote in favour of the Scheme. Pilat,
SintecMedia and SMS urge Pilat Shareholders to read the Scheme
Document which will be distributed to Scheme Shareholders in due
course (with the exception of certain Scheme Shareholders in
Restricted Jurisdictions), as it will contain important information
relating to the Scheme.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by SintecMedia and SMS or required
by the Code, and permitted by applicable law and regulation, the
Scheme will not be made available, directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Scheme by any means, instrumentality or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and all other documents relating to the Scheme
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this announcement and all
other documents relating to the Scheme (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The availability of the Scheme to Pilat Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements.
Further details in relation to overseas Pilat Shareholders will
be contained in the Scheme Document.
Forward-Looking Statements
This announcement, including information included or
incorporated by reference in this announcement, contains statements
that are or may be "forward-looking" concerning the Scheme, Pilat,
members of the Pilat Group, SintecMedia and members of the
SintecMedia Group.
Often but not always, forward-looking information statements can
be identified by the use of words such as "plans", "expects", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", or "believes", or variations (including
negative variations) of such words and phrases, or state that
certain actions, events or results "may", "could", "should",
"would", "might", "will" or "continue to" be taken, occur or be
achieved. By their nature forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Pilat,
SintecMedia and/or their subsidiaries to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements.
These factors include, but are not limited to, the satisfaction
of the conditions to the Scheme, factors identified elsewhere in
this announcement as well as the following possibilities: future
revenues are lower than expected; costs or difficulties relating to
the integration of the businesses of the SintecMedia and Pilat
Groups, or other future acquisitions, are greater than expected;
expected cost savings from the transaction or from other future
acquisitions are not fully realised or not realised within the
expected time frame; competitive pressures in the industry
increase; general economic conditions affecting the relevant
industries, whether internationally or in the places where the
SintecMedia and Pilat Groups do business, are less favourable than
expected, and/or conditions in the securities market are less
favourable than expected.
This list is not exhaustive of the factors that may affect the
forward-looking information. These and other factors should be
considered carefully and readers should not place undue reliance on
such forward-looking information. Although SintecMedia, SMS and
Pilat have attempted to identify important factors that could cause
actual actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results to differ from those
anticipated, estimated or intended.
Forward-looking statements contained in this announcement in
respect of Pilat and/or SintecMedia and/or SMS are made as of the
date of this announcement based on the opinions and estimates of
the Pilat Directors or, as the context requires, the SintecMedia
Directors and/or the SMS Directors. Subject to requirements to
update under any applicable regulation or law, Pilat and/or
SintecMedia and/or SMS disclaim any obligation to update any
forward-looking statements, whether as a result of new information,
estimates or opinions, future events or results or otherwise.
Not a profit forecast
No statement in this announcement is intended as a profit
forecast or profit estimate and no statement in this announcement
should be interpreted to mean that the future earnings per share of
Pilat for current or future financial years will necessarily match
or exceed the historical or published earnings per share of
Pilat.
Publication on website
A copy of this announcement will be made available, free of
charge but subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at www.sintecmedia.com and
www.pilatmedia.com by no later than 12 noon (London time) on the
Business Day following the date of this announcement.
Neither the content of the websites referred to in this
announcement nor the content of any website accessible from
hyperlinks on SintecMedia's or Pilat's website (or any other
website) is incorporated into, or forms part of, this
announcement.
Any person who has received this announcement in electronic form
or by means of a website publication may request a copy of this
announcement in hard copy form and may request that all future
documents, announcements and information sent to him in relation to
the offer be in hard copy form. Unless so requested, a hard copy of
this announcement will not be sent to you. This announcement and
all future documents, announcements and information can be
requested in hard copy form (free of charge), by submitting a
request in writing to Cairn Financial Advisers LLP, 61 Cheapside,
London EC2V 6AX or by calling Cairn Financial Advisers LLP on 020
7148 7800.
Rule 2.10 Disclosures
In accordance with Rule 2.10 of the Code, Pilat confirms that it
has 62,533,506 ordinary shares in issue and admitted to trading on
AIM under ISIN reference GB0031172751.
If you are in any doubt about the Scheme, the contents of this
announcement or what action you should take, you are recommended to
seek your own personal financial advice immediately from your
stockbroker, bank manager, solicitor, accountant or other
independent professional adviser duly authorised under the
Financial Services and Markets Act 2000 if you are resident in the
UK or, if you are resident outside the UK, from another
appropriately authorised independent financial adviser.
Part 2 of 2
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
FOR IMMEDIATE RELEASE
16 January 2014
Proposed acquisition of Pilat Media Global plc ("Pilat") by
SintecMedia Ltd. ("SintecMedia") and Sintec Media Software Ltd.
("SMS"), a wholly owned subsidiary of SintecMedia, to be
implemented by way of a Scheme of Arrangement under Part 26 of the
Companies Act
1. Introduction
The Boards of SintecMedia, SMS and Pilat are pleased to announce
the terms of a recommended proposal under which SintecMedia and its
wholly owned subsidiary SMS will acquire for cash the entire issued
and to be issued share capital of Pilat not already owned by
SintecMedia.
The structure of the Acquisition is that SintecMedia will
acquire 5 per cent. of the issued and to be issued share capital of
Pilat and SMS will acquire the remaining issued and to be issued
share capital of Pilat not already owned (or to be acquired
pursuant to the Scheme) by SintecMedia.
The Scheme Price is 95 pence in cash for every Scheme Share. On
this basis, the Scheme values the entire issued and to be issued
share capital of Pilat at approximately GBP63.3 million (assuming
the exercise of all outstanding options under the Pilat Share
Schemes).
The Pilat Directors intend unanimously to recommend that Pilat
Shareholders vote in favour of the resolutions to be proposed at
the Court Meeting and the General Meeting in relation to the Scheme
as they have irrevocably undertaken to do (or procure) in respect
of their own beneficial holdings of 7,485,945 Pilat Shares,
representing, in aggregate, approximately 11.97 per cent. of the
existing issued share capital of Pilat.
2. Terms of the Scheme
The Scheme, which will be made on the terms and subject to the
conditions set out below and in Appendix I to this announcement,
and subject to the further terms to be set out in the Scheme
Document, will be made on the following basis:
for each Scheme Share 95 pence in cash
The Scheme values the entire issued and to be issued share
capital of Pilat at approximately GBP63.3 million (assuming the
exercise of all outstanding options under the Pilat Share
Schemes).
The Scheme Price represents:
- a premium of approximately 28.8 per cent. to the closing price
of 73.75 pence per Pilat Share on AIM as at 15 January 2014, being
the last UK dealing day prior to the date of this announcement;
- a premium of approximately 37.0 per cent. to the average
closing price of approximately 69.4 pence per Pilat Share on AIM
for the three month period ending 15 January 2014 being the last UK
dealing day prior to the date of this announcement;
- a premium of approximately 35.9 per cent. to the closing price
of 4.0 NIS per Pilat Share on the TASE (equivalent to 69.9 pence in
accordance with the representative sterling-NIS exchange rate as
published by the Bank of Israel on 15 January 2014), as at 15
January 2014, being the last Israeli dealing day prior to the date
of this announcement; and
- a premium of approximately 44.3 per cent. to the average
closing price of 3.8 NIS (equivalent to 65.8 pence in accordance
with the representative sterling-NIS exchange rate as published by
the Bank of Israel on 15 January 2014) per Pilat Share on the TASE
for the three month period ending 15 January 2014, being the last
Israeli dealing day prior to the date of this announcement.
Subsequent to the Scheme becoming effective, SintecMedia and SMS
will have respective holdings of approximately 27.71 per cent. and
72.29 per cent. in Pilat.
Pilat Shareholders should be aware that the consideration
payable may, in certain circumstances, be subject to Israeli
Withholding Tax of up to 25 per cent. Pilat Shareholders are
advised to read carefully the paragraphs relating to Israeli
Withholding Tax and the process for returning Israeli Tax
Declaration Forms in the Scheme Document.
3. Recommendation
The Pilat Directors, who have been so advised by Shore Capital,
consider the terms of the Scheme to be fair and reasonable. In
providing advice to the Pilat Directors, Shore Capital has taken
into account the Pilat Directors' commercial assessments.
Accordingly, the Pilat Directors intend unanimously to recommend
that Pilat Shareholders vote in favour of the resolutions to be
proposed at the Court Meeting and the General Meeting in relation
to the Scheme as they have irrevocably undertaken to do (or
procure) in respect of their entire respective holdings of Pilat
Shares, amounting in aggregate to 7,485,945 Pilat Shares,
representing approximately 11.97 per cent. of the existing issued
share capital of Pilat.
4. Background to and reasons for the Scheme
SintecMedia and Pilat have been developing and marketing
business management software for broadcasters for many years. The
two companies provide end-to-end integrated and modular solutions,
targeting major broadcasters and media companies around the world.
The market in which SintecMedia and Pilat operate is rapidly
evolving, with new players and new technologies presenting new
opportunities but also difficult challenges. The Boards of
SintecMedia and Pilat believe that the merger of the SintecMedia
and Pilat groups of companies would realise a number of benefits
for clients and staff, resulting from the considerable additional
scale of the Enlarged Group.
5. Irrevocable undertakings
The Pilat Directors have irrevocably undertaken to vote, or to
procure the vote, in favour of the resolutions to be proposed at
the Court Meeting and the General Meeting in relation to the Scheme
in respect their own beneficial holdings of 7,485,945 Pilat
Shares,representing, in aggregate, approximately 11.97 per cent. of
the existing issued share capital of Pilat. Such irrevocable
commitments extend to any Pilat Shares arising from the exercise of
options held under the Pilat Share Schemes prior to the date of
such meetings.
SMS and SintecMedia have also received, in aggregate, other
irrevocable undertakings to vote, or to procure the vote, in favour
of the resolutions to be proposed at the Court Meeting and the
General Meeting in relation to the Scheme in respect of 17,418,322
Pilat Shares, representing approximately 27.85 per cent. of Pilat's
existing issued share capital.
Details of those persons providing an irrevocable undertaking
are as follows:
Name of Pilat shareholder giving the Number of Pilat Shares in respect of Approximate percentage of Pilat's
undertaking which the undertaking is given existing issued share capital
Pilat Directors
Michael Rosenberg 198,000 0.32
Avi Engel 2,202,102 3.52
Martin Blair 68,500 0.11
Samuel Sattath 3,111,993 4.98
Or Elovitch 92,250 0.15
Alex Rabinovitch 1,813,100(1) 2.90
Other Pilat Shareholders
Eurocom Investments LP 12,186,360 19.49
Eurocom Holdings (1979) Ltd 238,107 0.38
Michael Zuckerman 2,440,991 3.90
Benjamin Moneta 1,137,864 1.82
Ronnie Erlichman 1,415,000 2.26
Total 24,904,267 39.83
(1) The irrevocable undertaking provided by Alex Rabinovitch includes reference to 12,186,360 Pilat Shares in
the name of Eurocom Investments LP who, themselves, have
provided an irrevocable undertaking in respect of
such Pilat Shares.
All the irrevocable commitments continue to be binding in the
event of a higher competing offer being made for Pilat and will
cease to be binding only if the Scheme lapses or is withdrawn. All
of the irrevocable commitments, except those from Michael
Rosenberg, Avi Engel, Martin Blair, Samuel Sattath, Michael
Zuckerman, Benjamin Moneta and Ronnie Erlichman contain an
undertaking to vote in favour of the resolution at the General
Meeting to approve the Payments.
6. Information on Pilat and SMS
Pilat is a company incorporated in England and Wales in 2000.
Pilat has approximately 330 staff, with headquarters in the United
Kingdom and subsidiary operations in the United States of America,
Australia, the Netherlands and Israel. The Pilat Shares were
admitted to trading on AIM in February 2002 and have also been
listed on the TASE since February 2002.
The Pilat Group develops, markets and supports software systems
for the management of media businesses (mainly TV and video on
demand (VOD) services). Pilat provides two "off the shelf"
products, IBMS and MediaPro and is currently developing a third
product under the brand OTTilus, which is an Internet based Over
The Top video delivery platform. IBMS, Pilat's main product, is an
integrated modular system designed to enable efficient and flexible
content and rights management, airtime scheduling, media
trafficking and airtime sales. MediaPro provides an advertising
sales management system with a European focus, which was added to
Pilat's portfolio following the acquisition of the Amsterdam based
ML Software Services BV. Pilat currently has over sixty five blue
chip media clients located around the world.
Further details in relation to Pilat will be contained in the
Scheme Document.
7. Information on SMS and SintecMedia
Established in 2000, SintecMedia is a leading provider of global
broadcasting management solutions. It designs and implements
management systems for the broadcast, cable and satellite
industries using advanced software tools to address the gap between
established programming, sales, traffic, billing and scheduling
management systems. SintecMedia's proprietary management systems,
OnAir, Medea, Nestor and SIMS, enable media companies to adopt new
technologies and business models and provides tools for these
companies to apply new media revenue models and address new media
distribution channels.
SMS is a wholly owned subsidiary of SintecMedia, incorporated
under the laws of England and Wales. SMS has not traded since
incorporation, nor has it entered into any obligations other than
in connection with the Acquisition and the financing of the
Acquisition.
Further details in relation to SintecMedia and SMS will be
contained in the Scheme Document.
8. Intentions regarding Pilat and the Pilat Directors, management and employees
The management of SintecMedia and Pilat have together agreed the
approach for organising and managing the Enlarged Group
harmoniously, leveraging the relative strengths of each
organisation.
SintecMedia attaches great importance to the skills, experience
and knowledge of the existing employees of the Pilat Group, who
have contributed to the success of the business to date and
believes that they will benefit from enhanced career and business
opportunities within the Enlarged Group. SintecMedia's strategic
plan for the Pilat business is to gradually integrate certain
functions where appropriate to realise synergies and economies of
scale; but as both companies face growing demand for their products
and services and, given their backlogs of work, this is unlikely to
affect the vast majority of positions and staff across the two
companies. In conducting any rationalisation, SintecMedia intends
that the employees of the Pilat and SintecMedia groups will have
equal opportunity.
SintecMedia considers that its strategic plans for the Pilat
Group will have no repercussions on the customers of the two groups
and any product convergence initiatives will be evolutionary, with
an emphasis on backward compatibility. By utilising both parties'
products and human capital, the Enlarged Group will be able to
strengthen its offering to the market, satisfy existing clients,
win new business and overcome future challenges more
effectively.
SintecMedia has given assurances to the Pilat Directors that the
existing employment rights (including pension and severance rights
and in Israel the applicability of "Clause 14" in respect of
leavers for any reason) of all Pilat Group employees will be fully
safeguarded following the Scheme becoming effective and there will
be no changes in the conditions of their employment. In addition,
SintecMedia intends to put in place appropriate retention plans for
those individuals who are identified as key to the ongoing success
of the Enlarged Group.
SintecMedia does not have any intention to change the locations
of Pilat's places of business or to re-deploy its fixed assets.
If the Scheme becomes effective, the board of the Enlarged Group
will comprise the SintecMedia Directors. The Pilat Directors have
undertaken to resign from the Pilat Board upon the Scheme becoming
effective. Avi Engel and Martin Blair, the executive Pilat
Directors, have also undertaken to resign as employees of Pilat
upon the Scheme becoming effective. Mr Engel and Mr Blair will
provide handover support as part of their notice period for up to
one month following their resignation, will then be released from
their employment (although all restrictive covenants applicable to
them will remain in force and binding in accordance with the terms
of their respective contracts) and will be paid in lieu of the
balance of their contractual notice period. In addition, Mr Engel
and Mr Blair will undertake to provide up to 15 days of additional
handover assistance within the first 12 month period following the
Scheme becoming effective. It is intended that Mr Engel will also
enter into a consultancy agreement with SintecMedia on terms to be
agreed between SintecMedia and Mr Engel. Under this agreement Mr
Engel will support SintecMedia in the process of integrating the
two companies. Particulars of the payments in respect of
termination of the Pilat Directors' contracts will be set out in
the Scheme Document.
The Remuneration Committee of Pilat has agreed to pay Mr Blair
and Mr Rosenberg GBP60,000 and GBP40,000 respectively in
recognition of their roles in effecting the Acquisition. In
addition, the Remuneration Committee of Pilat has agreed to pay Mr
Engel an amount of GBP300,000 in recognition of his significant
role in effecting the Acquisition. Eurocom Investments L.P. and
Eurocom Holdings (1979) Ltd, who together constitute the Company's
largest shareholder, were consulted in relation to the payments
described above (the "Payments") and the irrevocable undertakings
they provided in connection with the Scheme extend to voting in
favour of the resolution to be proposed at the General Meeting in
connection with the Payments. Further, SMS and SintecMedia have
also been made aware of the Payments, and have confirmed that they
have no objection to them.
Pursuant to the AIM Rules, the Payments are considered to be a
"related party transaction" as defined in the AIM Rules. The Pilat
Directors (excluding those Pilat Directors who are the
beneficiaries of the Payments), having consulted with Shore
Capital, the Company's Nominated Adviser, consider the terms of the
Payments to be fair and reasonable in so far as Pilat Shareholders
are concerned. Pursuant to Rule 16 of the Code, Shore Capital has
advised the Independent Directors that the terms of the Payments
are fair and reasonable in so far as Independent Shareholders are
concerned. In providing its advice to the Independent Directors in
relation to the Payments, Shore Capital has taken into account the
commercial assessments of the Independent Directors and requested
that the Payments are subject to approval by Independent
Shareholders (by passing an ordinary resolution on a poll of
Independent Shareholders at the General Meeting). The Payments are
conditional on the Scheme becoming effective; however, the Scheme
is not conditional on approval of the Payments by Independent
Shareholders.
The Pilat Directors have given due consideration to
SintecMedia's stated intentions and assurances noted above in
deciding to recommend the Scheme.
9. Financing of the Scheme
Of the total cash consideration payable to Scheme Shareholders
under the terms of the Scheme, GBP31,270,995 is to be funded by the
Riverwood Funds., The Riverwood Funds comprise a number of private
equity funds under the common management of Riverwood Capital
Partners L.P, a US-based private equity firm which, through the
Riverwood Funds, already has an equity stake in SintecMedia. Each
of the Riverwood Funds has entered into an equity commitment
agreement with SintecMedia and SMS dated 14 January 2014 pursuant
to which the Riverwood Funds have irrevocably committed to procure
that SintecMedia and/or SMS receives not less than GBP31,270,995 in
cleared funds within 4 days of the Scheme becoming effective. The
Riverwood Funds' new investment in SintecMedia and/or SMS will be
by way of one or more direct or indirect capital contributions
(which may take the form of ordinary equity, other equity, debt
securities or shareholder loans at the Riverwood Funds'
discretion).
The balance of the cash consideration payable to Scheme
Shareholders under the terms of the Scheme will be funded from
existing resources of the SintecMedia Group, including (to the
extent required) pursuant to a pre-existing debt facility made
available to SintecMedia by Bank Leumi, full details of which will
be set out in the Scheme Document.
Cairn (in its capacity as financial adviser to SintecMedia and
SMS) confirms that it is satisfied that sufficient resources are
available to SintecMedia and SMS to satisfy in full the
consideration payable under the terms of the Scheme (including any
Pilat Shares that are issued as a result of the exercise of options
under the Pilat Share Schemes).
Each Scheme Shareholder will be given the option to receive the
consideration due to them upon the Scheme becoming effective either
in Pounds Sterling or an equivalent amount in NIS (calculated by
reference to the representative sterling-NIS exchange rate as
published by the Bank of Israel on the date immediately prior to
the effective date of the Scheme).
10. Pilat Share Schemes
Participants in the Pilat Share Schemes will be contacted
separately regarding the effect of the Scheme on their rights under
the Pilat Share Schemes and appropriate proposals will be made to
such persons in due course. The Scheme will extend to any Pilat
Shares which are unconditionally allotted and/or issued before the
Scheme Record Time as a result of the exercise of Pilat Share
Options.
11. Structure of the Scheme
It is intended that the proposals will be effected by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. The Scheme is an arrangement between Pilat and the
Scheme Shareholders and is subject to the approval of the
Court.
The structure of the Acquisition is that SintecMedia will
acquire 5 per cent. of the issued and to be issued share capital of
Pilat not already owned by it and SMS will acquire the remaining
issued and to be issued share capital of Pilat not already owned
(or to be acquired pursuant to the Scheme) by SintecMedia.
The purpose of the Scheme is to provide for SMS and SintecMedia
to become the holders of the entire issued and to be issued share
capital of Pilat. This is to be achieved by the cancellation of the
Scheme Shares held by Scheme Shareholders and the application of
the reserve arising from such cancellation in paying up in full
such number of new ordinary shares of 5 pence each in Pilat as is
equal in nominal value to the nominal value of the Scheme Shares
cancelled. Such new ordinary shares will be issued to SMS and
SintecMedia in the proportions set out above in consideration for
which SintecMedia and SMS will subsequently pay the cash
consideration to which Pilat Shareholders on the register of
members at the Scheme Record Time are entitled pursuant to the
terms of the Scheme.
To become effective, the Scheme will require, amongst other
things, the approval by a majority in number of each class of
Scheme Shareholders representing at least 75 per cent. in value of
the Scheme Shares of each class held by such Scheme Shareholders
voting, either in person or by proxy, at the relevant Court Meeting
(or any adjournment thereof), and the passing by the Pilat
Shareholders of a special resolution necessary to implement the
Scheme (including approving appropriate amendments to the articles
of association of Pilat and approving the Delisting) at the General
Meeting (or any adjournment thereof). In addition, the Scheme must
be sanctioned, and the Capital Reduction must be confirmed, by the
Court.
The Scheme will also be subject to certain conditions and
certain further terms referred to in Appendix I of this
announcement and to be set out in the Scheme Document.
Once the necessary approvals from Pilat Shareholders have been
obtained and the other Conditions have been satisfied or (where
applicable) waived, the Scheme will become effective upon the
delivery of the Reduction Court Order to the Registrar. The Scheme
is expected to become effective towards the end of the first
quarter of 2014. If the Scheme does not become effective on or
before the Long Stop Date, it will lapse and the Scheme will not
proceed (unless the parties agree otherwise with the consent of the
Panel).
Upon the Scheme becoming effective, it will be binding on all
Scheme Shareholders, irrespective of whether or not they attended
or voted at the Court Meeting or the General Meeting.
Further details of the Scheme, including how Scheme Shareholders
may participate in the Court Meeting and General Meeting, will be
contained in the Scheme Document.
12. Expected Timetable
Pilat currently anticipates that:
(a) it will despatch the Scheme Document, together with the
Forms of Proxy, to Pilat Shareholders and, for information only, to
the holders of options and awards granted under the Pilat Share
Schemes on or around 10 February 2014;
(b) the Court Meeting and General Meeting will take place on or
around 6 March 2014 but in any event by 31 March 2014; and
(c) subject to the Scheme becoming unconditional and effective
in accordance with its terms, the Scheme is expected to become
effective towards the end of the first quarter of 2014, with the
consideration being paid to Scheme Shareholders no later than 14
days after the Effective Date.
The timing of events which relate to the implementation of the
Scheme is, however, subject to the approval of the Court and is
therefore subject to change. A full anticipated timetable will be
set out in the Scheme Document.
If the Scheme does not become effective by the Long Stop Date,
the Scheme will lapse except where the requisite approvals at the
Court Meeting and the General Meeting in relation to the Scheme
have been obtained before this date, in which case the long stop
date for the Scheme may be extended to such later date as
SintecMedia, SMS and Pilat may agree and, if appropriate, the Court
may approve.
13. Regulatory conditions
The Scheme will be subject to the conditions and further terms
set out below and in Appendix I and the full terms and conditions
which will be set out in the Scheme Document.
14. Overseas Shareholders
The availability of the Scheme or distribution of this
announcement to persons not resident in the United Kingdom may be
prohibited or affected by the laws of the relevant jurisdictions.
Such persons should inform themselves about, and observe, any
applicable requirements. Further details in relation to overseas
Pilat Shareholders will be contained in the Scheme Document.
15. Delisting and re-registration
The Pilat Shares are admitted to trading on AIM and on the
TASE.
It is intended that SintecMedia and SMS will procure that Pilat
cancels the admission of the Pilat Shares to trading on AIM and the
TASE upon or shortly after the Effective Date.
On the Effective Date, Pilat will be wholly owned by SintecMedia
and SMS and share certificates in respect of the Pilat Shares will
cease to be valid and should be destroyed. Entitlements to Scheme
Shares held within the CREST system will be cancelled on the
Effective Date.
On the Effective Date trading of Pilat Shares on the TASE will
cease and shortly thereafter the listing of Pilat Shares on the
TASE will be cancelled.
After the cancellation of Pilat Shares from admission to trading
on AIM and the TASE, Pilat will be re-registered as a private
company under the relevant provisions of the Companies Act.
16. Disclosure of interests in Pilat relevant securities
SintecMedia and SMS each confirm that it will today make an
Opening Position Disclosure, setting out the details required to be
disclosed by it under Rule 8.1(a) of the Code.
17. Acquisition-related arrangements
Pilat and SintecMedia have entered into a mutual confidentiality
agreement dated 11 December 2013 (the "Confidentiality Agreement")
pursuant to which each of Pilat and SintecMedia has undertaken to
keep certain information relating to: (i) the Acquisition and (ii)
the other party, confidential and not to disclose such information
to third parties, except (i) to certain permitted disclosees for
the purposes of evaluating the Acquisition or (ii) if required by
applicable laws or regulations. These confidentiality obligations
will remain in force until such time as the confidential
information disclosed becomes publically known and made generally
available. Pursuant to the terms of the Confidentiality Agreement,
SintecMedia has agreed that, from 11 December 2013 to 30 June 2014,
it shall not, and procure that none of its connected persons shall,
amongst other things, acquire or offer to acquire any Pilat Shares.
Such restrictions shall cease to apply: (i) if, and only for so
long as, the board of Pilat has recommended an offer for Pilat by
SintecMedia or any of its subsidiary undertakings and has not
withdrawn that recommendation, or (ii) if a third party (not acting
in concert with SintecMedia) announces a firm intention to make an
offer for Pilat.
In addition, each of Pilat and SintecMedia have undertaken to
each other not to solicit, endeavour to entice away or offer to
employ any person employed or engaged by the other party for the
nine month period following the date of the Confidentiality
Agreement, except with the other's consent or otherwise in certain
limited circumstances.
18. Documents on display
Copies of the following documents will be made available,
subject to certain restrictions relating to persons resident in any
Restricted Jurisdiction, on SintecMedia's website
(www.sintecmedia.com) and Pilat's website (www.pilatmedia.com) by
no later than 12 noon (London time) on 17 January 2014 until the
Effective Date:
- this announcement;
- the irrevocable undertakings referred to in paragraph 5 above;
and
- the Confidentiality Agreement referred to in paragraph 17
above.
19. General
The Scheme will be on the terms and subject to the conditions
and further terms set out herein and in Appendix I to this
announcement. The bases and sources of certain financial
information contained in this announcement are set out in Appendix
II to this announcement. Certain terms used in this announcement
are defined in Appendix III to this announcement.
Enquiries:
SintecMedia Ltd./Sintec Media Software Ltd. Tel: +972 (2)
651-5122
Amotz Yarden, Chief Executive Officer
Shlomo Freidenreich, Chief Financial Officer
Cairn Financial Advisers LLP Tel: +44 (0)20 7148 7900
(Financial Adviser to SintecMedia and SMS)
Liam Murray
Avi Robinson
Pilat Media Global plc Tel: +44 (0)20 8782 0700
Avi Engel, Chief Executive Officer
Martin Blair, Chief Financial Officer
Shore Capital and Corporate Limited Tel: +44 (0)20 7408 4090
(Financial Adviser to Pilat)
Dru Danford
Patrick Castle
Abchurch Tel: +44 (0)20 7398 7719
(Public Relations Adviser to Pilat)
Henry Harrison-Topham
Jamie Hooper
Cairn, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for SMS and
SintecMedia and no one else in connection with the Scheme and the
matters referred to in this announcement. Cairn will not be
responsible to any person other than SMS and SintecMedia for
providing the protections afforded to clients of Cairn, nor for
providing advice in relation to the Scheme or any other matter
referred to in this announcement.
Shore Capital, which is authorised and regulated in the UK by
the Financial Conduct Authority, is acting exclusively for Pilat
and no one else in connection with the Scheme and the matters
referred to in this announcement. Shore Capital will not be
responsible to any person other than Pilat for providing the
protections afforded to clients of Shore Capital, nor for providing
advice in relation to the Scheme or any other matter referred to in
this announcement.
This announcement is for information purposes only and does not
constitute, or form part of, an offer to sell nor an invitation to
subscribe for or purchase any securities nor the solicitation of an
offer to buy securities pursuant to the Scheme or otherwise. The
Scheme will be made solely by means of the Scheme Document, which
will contain the full terms and conditions of the Scheme, including
details of how to vote in favour of the Scheme. Pilat, SintecMedia
and SMS urge Pilat Shareholders to read the Scheme Document which
will be distributed to Scheme Shareholders in due course (with the
exception of certain Scheme Shareholders in Restricted
Jurisdictions), as it will contain important information relating
to the Scheme.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by SintecMedia and SMS or required
by the Code, and permitted by applicable law and regulation, the
Scheme will not be made available, directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Scheme by any means, instrumentality or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and all other documents relating to the Scheme
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this announcement and all
other documents relating to the Scheme (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The availability of the Scheme to Pilat Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements.
Further details in relation to overseas Pilat Shareholders will
be contained in the Scheme Document.
Forward-Looking Statements
This announcement, including information included or
incorporated by reference in this announcement, contains statements
that are or may be "forward-looking" concerning the Scheme, Pilat,
members of the Pilat Group, SintecMedia and members of the
SintecMedia Group.
Often but not always, forward-looking information statements can
be identified by the use of words such as "plans", "expects", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", or "believes", or variations (including
negative variations) of such words and phrases, or state that
certain actions, events or results "may", "could", "should",
"would", "might", "will" or "continue to" be taken, occur or be
achieved. By their nature forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Pilat,
SintecMedia and/or their subsidiaries to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements.
These factors include, but are not limited to, the satisfaction
of the conditions to the Scheme, factors identified elsewhere in
this announcement as well as the following possibilities: future
revenues are lower than expected; costs or difficulties relating to
the integration of the businesses of the SintecMedia and Pilat
Groups, or other future acquisitions, are greater than expected;
expected cost savings from the transaction or from other future
acquisitions are not fullyrealised or not realised within the
expected time frame; competitive pressures in the industry
increase; general economic conditions affecting the relevant
industries, whether internationally or in the places where the
SintecMedia and Pilat Groups do business, are less favourable than
expected, and/or conditions in the securities market are less
favourable than expected.
This list is not exhaustive of the factors that may affect the
forward-looking information. These and other factors should be
considered carefully and readers should not place undue reliance on
such forward-looking information. Although SintecMedia, SMS and
Pilat have attempted to identify important factors that could cause
actual actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results to differ from those
anticipated, estimated or intended.
Forward-looking statements contained in this announcement in
respect of Pilat and/or SintecMedia and/or SMS are made as of the
date of this announcement based on the opinions and estimates of
the Pilat Directors or, as the context requires, the SintecMedia
Directors and/or SMS Directors. Subject to requirements to update
under any applicable regulation or law, Pilat and/or SintecMedia
and/or SMS disclaim any obligation to update any forward-looking
statements, whether as a result of new information, estimates or
opinions, future events or results or otherwise.
Not a profit forecast
No statement in this announcement is intended as a profit
forecast or profit estimate and no statement in this announcement
should be interpreted to mean that the future earnings per share of
Pilat for current or future financial years will necessarily match
or exceed the historical or published earnings per share of
Pilat.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange 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 securities exchange 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
securities exchange 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 securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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 securities exchange 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
securities exchange 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).
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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement will be made available, free of
charge but subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at www.sintecmedia.com and
www.pilatmedia.com by no later than 12 noon (London time) on the
Business Day following the date of this announcement.
Neither the content of the websites referred to in this
announcement nor the content of any website accessible from
hyperlinks on SintecMedia's or Pilat's website (or any other
website) is incorporated into, or forms part of, this
announcement.
You will not be sent a hard copy of this announcement unless you
request one. You may request a hard copy of this announcement, free
of charge, by contacting Cairn Financial Advisers LLP, 61
Cheapside, London EC2V 6AX. Pilat Shareholders may also request
that all future documents, announcements and information to be sent
to them in relation to the Scheme should be in hard copy form.
Rule 2.10 Disclosures
In accordance with Rule 2.10 of the Code, Pilat confirms that it
has 62,533,506 ordinary shares in issue and admitted to trading on
AIM under ISIN reference GB0031172751.
If you are in any doubt about the Scheme, the contents of this
announcement or what action you should take, you are recommended to
seek your own personal financial advice immediately from your
stockbroker, bank manager, solicitor, accountant or other
independent professional adviser duly authorised under the
Financial Services and Markets Act 2000 if you are resident in the
UK or, if you are resident outside the UK, from another
appropriately authorised independent financial adviser.
Appendix I
Conditions and further terms of the Scheme
1 The Scheme is conditional upon it becoming unconditional and
effective by not later than the Long Stop Date or such later date
(if any) as Pilat, SintecMedia and SMS may, subject to the Takeover
Code and/or with the consent of the Panel, agree and (if required)
the Court may approve.
2 The Scheme will be conditional upon:
(a) approval of the Scheme by a majority in number, representing
at least 75 per cent. in value, of the Pilat Shareholders - other
than SintecMedia - who are on the register of members of Pilat at
the Voting Record Time and who are also present and voting, either
in person or by proxy, at the Court Meeting or at any adjournment
of that meeting by not later than 31 March 2014 (or such later date
(if any) as SintecMedia, SMS and Pilat may, subject to the Takeover
Code and/or with the consent of the Panel, agree and (if required)
the Court may approve);
(b) the resolutions in connection with or required to approve
and implement the Scheme and approve the Capital Reduction, to be
set out in the notice of the General Meeting, being duly passed by
the requisite majority at the General Meeting or at any adjournment
of that meeting by not later than 31 March 2014 (or such later date
(if any) as SintecMedia, SMS and Pilat may, subject to the Takeover
Code and/or with the consent of the Panel, agree and (if required)
the Court may approve); and
(c) the:
(i) sanction of the Scheme and the confirmation of the Capital
Reduction, in either case without modification or with modification
(on terms reasonably acceptable to SintecMedia, SMS and Pilat) by
the Court, and the delivery for registration of copies of the Court
Orders and the statements of capital attached thereto to the
Registrar of Companies, and (if so ordered in order to take effect)
the registration of the Reduction Court Order and such statement of
capital by the Registrar of Companies; and
(ii) Scheme Court Hearing being held on or before 18 April 2014
or such later date as is agreed between SintecMedia, SMS and
Pilat.
3 Subject to paragraph 4 below and to the requirements of the
Panel, application to the Court to sanction the Scheme and to
confirm the Capital Reduction will not be made unless the
conditions at paragraphs 2(a) and (b) above have been fulfilled,
and unless immediately prior to the hearing to sanction the Scheme
the following conditions (as amended if appropriate) are satisfied
or, save in the case of the conditions in paragraph 3(a), waived
(and in the case of the conditions in paragraphs 3(a) remain
satisfied):
(a) neither the UK Competition Commission nor the European
Commission (including, without limitation, any other national
anti-trust or merger control authority, or any other similar body
or person whatsoever in any relevant jurisdiction (each a "Third
Party")) having instituted or implemented or threatened, or having
decided to institute, implement or threaten, any action,
proceeding, suit, investigation, enquiry or reference (and in each
case not having withdrawn the same) or having made, proposed or
enacted any statute, regulation, order or decision or taken any
other steps which is reasonably likely to (in each case to an
extent which is material in the context of the Wider Pilat Group or
the Wider SintecMedia Group, as the case may be, in each case taken
as a whole):
(i) make the Scheme or its implementation or the acquisition by
SintecMedia and SMS of all or any Pilat Shares not already owned by
SintecMedia, or the acquisition or proposed acquisition of other
securities in, or under the control of, Pilat by SintecMedia and
SMS, void, illegal and/or unenforceable under the laws of any
relevant jurisdiction or otherwise, directly or indirectly,
restrain, restrict, prohibit, challenge, frustrate, materially
delay or interfere with the same, or impose additional material
conditions or obligations with respect thereto, or otherwise
require material amendment to the terms of the Scheme or any such
acquisition (including, without limitation, taking any steps which
would entitle the Pilat Directors to require SintecMedia to dispose
of all or some of its Pilat Shares or restrict the ability of
SintecMedia to exercise voting rights in respect of some or all of
such Pilat Shares);
(ii) require, prevent or delay the divestiture, or alter the
terms envisaged for any proposed divestiture, by any member of the
Wider SintecMedia Group or any member of the Wider Pilat Group of
all or any portion of their respective businesses, assets or
properties or impose any limitation on the ability of any of them
to conduct their respective businesses or to own any of their
respective assets or property;
(iii) impose any limitation on, or result in a delay in, the
ability of any member of the Wider SintecMedia Group to acquire or
hold or exercise effectively, directly or indirectly, all or any
rights of ownership in respect of shares or other securities (or
the equivalent) in any member of the Wider Pilat Group or to
exercise management control over any such member;
(iv) otherwise adversely affect in any respect any or all of the
businesses, assets, profits or financial or trading position of any
member of the Wider SintecMedia Group or any member of the Wider
Pilat Group respectively in each case;
(v) result in any member of the Wider Pilat Group ceasing to be
able to carry on business or impose any limitation on the ability
of any member of the Wider SintecMedia Group or any member of the
Wider Pilat Group to integrate or co-ordinate its business, or any
part of it, with the business of any member of the Wider Pilat
Group or the Wider SintecMedia Group;
(vi) result in a delay in the ability of any member of the Wider
SintecMedia Group, or render any member of the Wider SintecMedia
Group unable, to acquire all or some of the Pilat Shares or other
securities in Pilat or require, prevent or delay a divestiture by
any member of the Wider SintecMedia Group of any such shares or
securities;
(vii) result in any member of the Wider SintecMedia Group having
to dispose of any shares or other securities (or the equivalent) in
any member of the Wider Pilat Group or the Wider SintecMedia
Group;
(viii) save pursuant to the Scheme, require any member of the
Wider SintecMedia Group or of the Wider Pilat Group to acquire or
offer to acquire any shares or other securities in any member of
the Wider Pilat Group owned by any third party; or
(ix) impose any charge, lien, contribution notice, financial
support direction or restoration order on any member of the Wider
SintecMedia Group or any member of the Wider Pilat Group
respectively or over any or all of their respective businesses,
assets or profits,
and all applicable waiting and other time periods during which
any such Third Party could take, institute, implement or threaten
any such action, proceeding, suit, investigation, enquiry or
reference under the laws of any relevant jurisdiction having
expired, lapsed or been terminated;
(b) save as Fairly Disclosed there being no provision of any
agreement, arrangement, licence or other instrument to which any
member of the Pilat Group is a party or by or to which any member
of the Pilat Group or any part of its assets may be bound, entitled
or subject or any circumstance that, as a result of the
Acquisition, or change in the control or management of any member
of the Pilat Group or otherwise, would or might reasonably be
expected to result in (to an extent that is material in the context
of the Pilat Group taken as a whole):
(i) any moneys borrowed by, or any other indebtedness, actual or
contingent of, or grant available to, any such member being or
becoming repayable or capable of being declared repayable
immediately or earlier than the repayment date provided for in such
agreement, arrangement, licence or other instrument, or the ability
of any such member to borrow moneys or incur any indebtedness being
withdrawn or inhibited;
(ii) any such agreement, arrangement, licence or other
instrument being terminated or adversely modified or any onerous
obligation or liability arising or any material and adverse action
being taken or arising thereunder;
(iii) the assets, rights, liabilities, obligations, interests or
business of any member of the Pilat Group under any such agreement,
arrangement, licence or instrument or the interests or business of
any such member in or with any other person, firm, company or body
(or any arrangements relating to any such interests or business)
being terminated or adversely modified or affected;
(iv) any such member ceasing to be able to carry on its business
under any name which it at present uses;
(v) any assets or interests of or the use of which is enjoyed by
any such member being or failing 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 or could cease to be
available to any member of the Wider SintecMedia Group or of the
Pilat Group, in each case otherwise than in the ordinary course of
business;
(vi) any change in or effect on the ownership or use of any
intellectual property rights owned or used by any member of the
Pilat Group;
(vii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any material part of the
business, property or assets of any such member or any such
security interest (whenever and wherever arising or having arisen)
becoming enforceable;
(viii) the value of any such member or their respective
financial or trading position or profits or prospects being
prejudiced or adversely affected or materially and adversely
modified; or
(ix) the creation or acceleration of any liability (actual or
contingent) of any member of the Pilat Group;
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Pilat Group is a party or by or to which
any such member or any of its assets may be bound, entitled or
subject, would or might reasonably be expected to result in any of
the events or circumstances as are referred to in sub-paragraphs
(i) to (ix) of this Condition;
(c) all material notifications, filings or applications which
are necessary or reasonably considered appropriate in connection
with the Acquisition having been made and all statutory or
regulatory obligations in any jurisdiction having been complied
with in connection with the Acquisition or the acquisition by any
member of the Wider SintecMedia Group of any shares or other
securities in, or control of, Pilat and all material
authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals reasonably
deemed necessary or appropriate by SintecMedia and/or SMS or any
member of the Wider SintecMedia Group for or in respect of the
Acquisition or the proposed acquisition of any shares or other
securities in, or control of, Pilat by any member of the Wider
SintecMedia Group having been obtained in terms and in a form
reasonably satisfactory to SintecMedia and/or SMS from all
appropriate third parties or persons with whom any member of the
Pilat Group has entered into contractual arrangements and all such
authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals together with
all authorisations, orders, recognitions, grants, licences,
confirmations, clearances, permissions and approvals necessary or
appropriate to carry on the business of any member of the Pilat
Group remaining in full force and effect and all filings necessary
for such purpose have been made and there being no notice or
intimation of any intention to revoke or not to renew any of the
same at the time at which the Acquisition becomes otherwise
unconditional and all necessary statutory or regulatory obligations
in any jurisdiction having been complied with;
(d) except as Fairly Disclosed, no member of the Pilat Group
having, since 31 December 2012 (to an extent that is material in
the context of the Pilat Group taken as a whole):
(i) save as between Pilat and wholly owned subsidiaries of Pilat
or for Pilat Shares issued pursuant to the exercise of options
granted under the Pilat Share Schemes, issued or agreed to issue,
authorised or proposed the issue of additional shares (or other
securities) of any class;
(ii) save as between Pilat and wholly owned subsidiaries of
Pilat or for the grant of options under the Pilat Share Schemes,
issued or agreed to issue, authorised or proposed the issue of
securities convertible into shares of any class or rights, warrants
or options to subscribe for, or acquire, any such shares or
convertible securities;
(iii) other than to another member of the Pilat Group,
recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution
whether payable in cash or otherwise;
(iv) save for intra-Pilat Group transactions or pursuant to the
Acquisition, merged or demerged with any body corporate or acquired
or disposed of or transferred, mortgaged or charged or created any
security interest over any assets or any right, title or interest
in any asset (including shares and trade investments) or authorised
or proposed or announced any intention to propose any merger,
demerger, acquisition or disposal, transfer, mortgage, charge or
security interest, in each case, other than in the ordinary course
of business;
(v) save for intra-Pilat Group transactions, made or authorised
or proposed or announced an intention to propose any change in its
loan capital;
(vi) issued or agreed to issue, authorised or proposed the issue
of any debentures or, save in the ordinary course of business,
incurred or increased, or agreed to incur or increase, any
indebtedness or become, or agreed to become, subject to any
contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect to the matters mentioned in
sub-paragraphs (i) and (ii) above, made any other change to any
part of its share capital;
(viii) implemented, or authorised, proposed or announced its
intention to implement, any reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement otherwise than in
the ordinary course of business or entered into or changed the
terms of any contract with any director or senior executive;
(ix) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise)
which is of a long term, onerous or unusual nature or magnitude or
which is or could be materially restrictive on the businesses of
any member of the Pilat Group other than to a nature and extent
which is normal in the context of the business concerned or which
involves or could involve an obligation of such a nature or
magnitude or which is other than in the ordinary course of
business;
(x) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or had any
legal proceedings started or threatened against it for its
winding-up, dissolution or reorganisation or for the appointment of
a receiver, administrative receiver, administrator, trustee or
similar officer of all or any of its assets or revenues or any
analogous proceedings in any relevant jurisdiction or had any such
person appointed which in any such case would be material in the
context of the Wider SintecMedia Group taken as a whole;
(xi) waived or compromised any claim otherwise than in the ordinary course of business;
(xii) save as agreed in writing by SintecMedia and SMS and with
the consent of the Panel, proposed, agreed to provide or modified
the terms of any share option scheme, incentive scheme or other
benefit relating to the employment or termination of employment of
any person employed by the Pilat Group;
(xiii) save as agreed in writing by SintecMedia and SMS taken
(or agreed or proposed to take) any action which requires, or would
require, the consent of the Panel or the approval of Pilat
Shareholders in general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Code; or
(xiv) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this Condition;
(e) except as Fairly Disclosed, since 31 December 2012:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or
prospects of any member of the Pilat Group which, in any such case,
is material in the context of the Pilat Group taken as a whole and
no circumstance having arisen which would or might reasonably be
expected to result in any such adverse change or deterioration;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Pilat Group is
or may become a party (whether as a claimant, defendant or
otherwise) and no investigation by any third party against or in
respect of any member of the Pilat Group having been instituted,
announced or threatened in writing to a member of the Pilat Group
by or against or remaining outstanding in respect of any member of
the Pilat Group which, in any such case, has had, or might
reasonably be expected to have, a material adverse effect on the
Pilat Group taken as a whole;
(iii) no contingent or other liability of the Pilat Group having
arisen or become apparent to SintecMedia and/or SMS which has had,
or might reasonably be expected to have, a material adverse effect
on the Pilat Group taken as a whole; and
(iv) no steps having been taken and no omissions having been
made which are likely to result in the withdrawal, cancellation,
termination or modification of any licence, accreditation or
regulatory approval held by any member of the Pilat Group which is
necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which has
had, or might reasonably be expected to have, a material adverse
effect on the Pilat Group taken as a whole;
(f) SintecMedia and SMS not having discovered that any
financial, business or other information concerning the Pilat Group
as contained in the information publicly disclosed at any time by
or on behalf of any member of the Pilat Group by a Regulatory
Information Service was when so publicly disclosed misleading,
contained a misrepresentation of fact or omitted to state a fact
necessary to make that information not misleading, in each case to
an extent which is now material in the context of the Pilat Group
taken as a whole.
4 The Scheme will lapse and the Scheme will not proceed if,
prior to the date of the Court Meeting, (i) the Scheme, or any
matter arising from it, is referred to the UK Competition
Commission; or (ii) following a request to the European Commission
under Article 22(3) of the EC Merger Regulation in relation to the
Scheme or any part of it, which request is accepted by the European
Commission, the European Commission initiates proceedings under
Article 6(1)(c) of the EC Merger Regulation.
The conditions in paragraphs 1, 2 and paragraph 3(a) of this
Appendix I may not be waived. Subject to the requirements of the
Panel, SintecMedia and SMS reserves the right to waive in whole or
in part, in its discretion, all or any of the conditions contained
in paragraphs 3(b) to 3(f) of this Appendix I.
If SintecMedia and/or SMS is/are required by the Panel to make
an offer for any Pilat Shares under the provisions of Rule 9 of the
Takeover Code, SintecMedia and/or SMS may make such alterations to
the terms and conditions of the proposals, including switching to a
contractual offer, as are necessary to comply with the provisions
of that Rule.
In accordance with Rule 13.5 of the Takeover Code, SintecMedia
and SMS will not invoke any Condition so as to cause the Scheme not
to proceed, to lapse or to be withdrawn, unless the circumstances
which give rise to the right to invoke the Condition are of
material significance to SintecMedia and/or SMS in the context of
the Scheme and the Panel consents to such right being invoked.
The Scheme will be governed by and construed in accordance with
English law. The English Courts will have exclusive jurisdiction
for determining any matter which may arise under or in connection
with the Scheme or the Scheme generally.
Appendix II
Bases of calculations and sources
a) The number of Pilat Shares to which the Scheme is expected to
relate is 52,383,392, which is the aggregate of the existing number
of Pilat Shares in issue of 62,533,506 as at 15 January 2014 (being
the latest practicable date prior to the date of this
announcement), and the number of outstanding options under the
Pilat Shares Schemes, being 4,060,668 Pilat Shares should all
options granted under the Pilat Share Schemes vest, less the
14,210,782 Pilat Shares already owned by SintecMedia. The ISIN
number for Pilat Shares is GB0031172751.
b) Unless otherwise stated, financial information about Pilat
has been extracted from the audited consolidated financial
statements of the Pilat Group for the financial year ended 31
December 2012, prepared in accordance with International Financial
and Reporting Standards as adopted by the European Union, and the
unaudited financial statements of the Pilat Group for the nine
month period ended 30 September 2013.
c) Unless otherwise stated, financial information relating to
SintecMedia has been extracted from the audited annual report and
accounts of the SintecMedia Group for the financial period ended 31
December 2012.
d) Pilat Share prices have been derived from the Daily Official
List and represent closing middle market prices on the relevant
date and from the TASE and represent the closing price on the
relevant date.
e) References to a percentage of Pilat Shares are based on the
62,533,506 Pilat Shares in issue on 15 January 2014 (being the
latest practicable date prior to the date of this
announcement).
f) The value of the Acquisition is calculated on the basis of
the number of Pilat Shares in issue referred to in paragraph (e)
above and the number of outstanding options under the Pilat Share
Schemes referred to in paragraph (a) above.
g) All references to times in this announcement are to London times.
Appendix III
Definitions
The following definitions apply throughout this announcement,
unless the context requires otherwise:
"Acquisition" the proposed recommended acquisition of the
entire issued and to be issued ordinary share
capital of Pilat not already owned by SintecMedia
by SintecMedia and SMS to be effected by the
Scheme
"AIM" a market operated by the London Stock Exchange
"AIM Rules" the rules for AIM companies as published by
the London Stock Exchange from time to time
"Board" the board of directors of SMS or SintecMedia
or Pilat (as the case
may be)
"business day" any day, other than a Saturday, Sunday or public
or bank holiday, on which banks are generally
open for business in the City of London and
Israel
"Cairn" Cairn Financial Advisers LLP
"Capital Reduction" the proposed reduction of the share capital
of Pilat provided for by the Scheme under section
641 of the Companies Act
"Capital Reduction the hearing by the Court to confirm the Capital
Court Hearing" Reduction
"Code" or "Takeover the UK City Code on Takeovers and Mergers, as
Code" amended from time to time
"Companies Act" the Companies Act 2006 (as amended, modified,
consolidated, re-enacted or replaced from time
to time)
"Conditions" the conditions of the Scheme set out in Appendix
I to this announcement and to be set out in
the Scheme Document and a "Condition" shall
mean any one of them
"control" a holding or aggregate holdings of shares carrying
30 per cent. or more of the voting rights attributable
to the share capital of a company which are
currently exercisable at a general meeting,
irrespective as to whether the holding or aggregate
holdings gives de facto control (and "controlling"
and "controlled by" shall be construed accordingly)
"Court" the High Court of Justice in England and Wales
"Court Meeting" the meeting (or any adjournments thereof) of
the Scheme Shareholders to be convened pursuant
to an order of the Court under section 896 of
the Companies Act to consider and, if thought
fit, approve the Scheme (with or without modification)
"Court Orders" the Scheme Court Order and the Reduction Court
Order or, where the context requires, either
of them
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK
& Ireland Limited is the operator (as defined
in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001
(SI 2001 No. 3755) (as amended, modified, consolidated,
re-enacted or replaced from time to time)
"Daily Official the AIM Appendix of the daily official list
List" of the London Stock Exchange
"Dealing Disclosure" has the same meaning as in Rule 8 of the Code
"Effective Date" the date on which the Scheme and Capital Reduction
become effective
"Enlarged Group" the SintecMedia Group including, from the date
on which the Scheme becomes effective, the Pilat
Group
"Excluded Shares" any Pilat Shares of which SintecMedia is the
holder or in which SintecMedia is beneficially
interested
"Fairly Disclosed" the information which has been fairly disclosed:
(i) in writing prior to
the date of this announcement by or on behalf
of Pilat to SMS or SintecMedia or SMS' or SintecMedia's
financial, accounting, tax or legal advisers
(specifically as SMS' and/or SintecMedia's advisers
in relation to the Acquisition); (ii) in Pilat's
published annual and/or quarterly report for
the relevant financial period or periods referred
to in the relevant Condition; (iii) in a public
announcement made in accordance with the AIM
Rules or the UK's Disclosure and Transparency
Rules by Pilat prior to the date of this announcement;
or (iv) in this announcement
"Forms of Proxy" the forms of proxy to be enclosed with the Scheme
Document for use at the Court Meeting and the
General Meeting
"General Meeting" the general meeting (or any adjournment thereof)
of the Pilat Shareholders to be convened in
connection with, amongst other things, the Scheme
and expected to be held as soon as the preceding
Court Meeting has been concluded or adjourned
"holder" a registered holder and includes any person
entitled by transmission
"Independent Directors" the Pilat Directors, excluding Samuel Sattath,
Avi Engel, Michael Rosenberg and Martin Blair
who are not considered to be independent in
relation to the Payments for the purposes of
Rule 16 of the Code
"Independent Shareholders" Pilat Shareholders other than SintecMedia, SMS,
Avi Engel, Michael Rosenberg, Martin Blair,
Samuel Sattath, Michael Zuckerman, Benjamin
Moneta and Ronnie Erlichman, their connected
persons and (in respect of Pilat Shares held
on behalf such persons and/or their connected
persons only) persons holding Pilat Shares on
behalf of such persons and/or their connected
persons
"Israeli dealing a day on which trading takes place on the TASE
day"
"Israeli Tax Declaration the declaration form in relation to the Israeli
Form" Withholding Tax which will accompany the Scheme
Document
"Israeli Withholding as applicable under the Israeli Income Tax Ordinance
Tax" (New Version) - 1961 and the Israeli Income
Tax Regulations (withholding from consideration,
payment or capital gain upon the sale of securities,
sale of a unit in a mutual fund or future transaction)
- 2002
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 30 April 2014 or such earlier or later date
as Pilat, SintecMedia and SMS may agree and
the Panel and/or the Court may allow, being
the latest date by which the Scheme must be
effective
"NIS" New Israeli Shekels, the lawful currency of
the State of Israel
"Offeror" SintecMedia and SMS
"Opening Position has the same meaning as in Rule 8 of the Code
Disclosure"
"Overseas Shareholders" Pilat Shareholders (not being holders of Pilat
Shares traded through the TASE) who are resident
in, or nationals or citizens of, jurisdictions
outside the UK or who are nominees of, or custodians
or trustees for, residents, citizens or nationals
of other countries
"Panel" the UK Panel on Takeovers and Mergers
"Payments" has the meaning given in paragraph 8 of Part
2 of this announcement
"Pilat" Pilat Media Global plc, a company incorporated
in England and Wales with registered number
04132467
"Pilat Directors" the directors of Pilat
"Pilat Group" Pilat, its subsidiaries and its subsidiary undertakings
"Pilat Shares" ordinary shares of 5p each in the capital of
Pilat
"Pilat Share Options" share options granted pursuant to the Pilat
Share Schemes
"Pilat Shareholders" holders of Pilat Shares from time to time
"Pilat Share Schemes" the share option schemes of Pilat
"Pounds Sterling", the lawful currency of the UK (and references
"GBP", or "sterling" to "pence" shall be construed accordingly)
"Reduction Court the order of the Court confirming the Capital
Order" Reduction under section 641 of the Companies
Act
"Registrar" the Registrar of Companies in England and Wales
"Restricted Jurisdiction" any jurisdiction where local laws or regulations
may result in significant risk of civil, regulatory
or criminal exposure if information concerning
the Scheme is sent or made available to Pilat
Shareholders in that jurisdiction (in accordance
with Rule 23.2 of the Takeover Code)
"RIS" or "Regulatory any of the services approved by the London Stock
Information Service" Exchange and included in the list maintained
on the London Stock Exchange's website
"Riverwood Funds" Riverwood Capital L.P., Riverwood Capital Partners
(Parallel A) L.P. and Riverwood Capital Partners
(Parallel B) L.P.
"Scheme" the proposed scheme of arrangement made under
Part 26 of the Companies Act between Pilat and
the Scheme Shareholders (with or subject to
any modification, addition or condition approved
or imposed by the Court and agreed to by SintecMedia,
SMS and Pilat) for the acquisition of the entire
issued and to be issued share capital of Pilat
by SintecMedia and SMS, particulars of which
will be set out in the Scheme Document
"Scheme Court Order" the order of the Court sanctioning the Scheme
under Part 26 of the Companies Act
"Scheme Document" the document to be sent to Pilat Shareholders
(other than those in Restricted Jurisdictions)
on or around 10 February 2014 which will, among
other things, contain details of the Scheme,
the terms and conditions of the Scheme and notices
convening the Court Meeting and the General
Meeting
"Scheme Price" 95 pence for each Scheme Share
"Scheme Record Time" anticipated to be 6.00pm on the Business Day
before the Capital Reduction Court Hearing
"Scheme Shareholders" the registered holders of Scheme Shares
"Scheme Shares" the Pilat Shares:
(a) in issue at the date of the Scheme Document;
or
(b) (if any) issued after the date of the Scheme
Document and prior to the Voting Record Time;
or
(c) (if any) issued at or after the Voting Record
Time and at or prior to the Scheme Record Time
either on terms that the original or any subsequent
holders thereof shall be bound by the Scheme
and/or in respect of which the original or any
subsequent holders thereof are, or shall have
agreed in writing to be, bound by the Scheme,
in each case, excluding any Excluded Shares
"Shore Capital" Shore Capital and Corporate Limited
"SintecMedia" SintecMedia Ltd., a company incorporated in
Israel with registered number 512877986
"SintecMedia Directors" the directors of SintecMedia
"SintecMedia Group" SintecMedia, its subsidiaries and its subsidiary
undertakings (including, for the avoidance of
doubt, SMS)
"SMS" SintecMedia Software Ltd., a company incorporated
in England and Wales with registered number
5629887
"SMS Directors" the directors of SMS
"TASE" Tel Aviv Stock Exchange
"UK dealing day" a day on which dealings in domestic securities
may take place on, and with the authority of,
the London Stock Exchange
"United Kingdom" the United Kingdom of Great Britain and Northern
or "UK" Ireland (and its dependant territories)
"Voting Record Time" the time and date specified in the Scheme Document
by reference to which entitlement to vote on
the Scheme will be determined
"Wider SintecMedia SintecMedia, its subsidiaries and its subsidiary
Group" undertakings, associated undertakings and any
other undertakings, in which the SintecMedia
Group and/or such undertakings (aggregating
their interests), have a substantial interest
"Wider Pilat Group" Pilat, its subsidiaries and its subsidiary undertakings,
associated undertakings and any other undertakings,
in which Pilat Group and/or such undertakings
(aggregating their interests), have a substantial
interest
All references to legislation in this announcement are to
English legislation unless the contrary is indicated. Any reference
to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender.
For the purposes of this announcement, "subsidiary", "subsidiary
undertaking", "associated undertaking", "undertaking" and "parent
undertaking" have the respective meanings given to them by the
Companies Act and "substantial interest" means a direct or indirect
interest in twenty (20) per cent. or more of the equity share
capital (as defined in the Companies Act) of any undertaking.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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