PRW Promethean

TIDMPRW

RNS Number : 2883V

NetDragon Websoft Inc

06 August 2015

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

For immediate release

6 August 2015

RECOMMENDED CASH OFFER

for

PROMETHEAN WORLD PLC

by

DIGITAL TRAIN LIMITED

an indirect non wholly-owned subsidiary of

NETDRAGON WEBSOFT INC.

(the "Offer")

Further to the announcement (the "Announcement") on 10 July 2015 by the Boards of NetDragon Websoft Inc. ("NetDragon") and Promethean World plc ("Promethean") in connection with the recommended cash offer by Digital Train Limited ("Digital Train"), an indirect non wholly-owned subsidiary of NetDragon, for the entire issued and to be issued ordinary share capital of Promethean pursuant to Rule 2.7 of the Takeover Code, NetDragon and Promethean are pleased to announce that the offer document (the "Offer Document"), which contains, among other things, the full terms and conditions of the Offer and procedures for acceptance of the Offer, is being posted today to Promethean Shareholders, together with the Form of Acceptance. The Offer Document is also being posted, for information purposes only, to participants in the Promethean Share Schemes.

As previously announced, the Offer, which is subject to the terms and conditions set out in the Offer Document is being made on the following basis:

   for each Promethean Share                             40 pence in cash 

The Offer values the fully diluted share capital of Promethean at approximately GBP84.1 million. The Offer represents a premium of approximately:

-- 48 per cent. over the Closing Price of 27 pence per Promethean Share on 15 June 2015, being the last Business Day prior to the commencement of the Offer Period;

-- 32 per cent. to the Closing Price of 30.38 pence per Promethean Share on 9 July 2015, being the last Business Day before the date of the Announcement; and

-- 52 per cent. to the thirty day volume weighted average Closing Price of 26.31 pence per Promethean Share as of 15 June 2015, being the last Business Day prior to the commencement of the Offer Period.

It is intended that the Offer be effected by means of a takeover offer within the meaning of Part 28 of the Companies Act.

The Offer constitutes a "very substantial acquisition" for NetDragon under the HK Listing Rules and will therefore be subject to the approval of NetDragon Shareholders at the NetDragon General Meeting as required by the HK Listing Rules. A circular containing information regarding the Offer, the notice to convene the NetDragon General Meeting to approve the Offer and certain other information as required under the HK Listing Rules will be despatched to NetDragon Shareholders in late August and the NetDragon General Meeting is currently expected to be held by mid-September. The NetDragon Directors consider that the acquisition of Promethean Shares pursuant to the Offer is fair and reasonable and is in the interests of the NetDragon Shareholders as a whole.

The Promethean Directors unanimously recommend that Promethean Shareholders accept the Offer, as Graham Howe, Philip Rowley, Jim Marshall, Ian Baxter and Lord Puttnam, being the Promethean Directors who hold Promethean Shares, have irrevocably undertaken to do in respect of their own beneficial holdings of Promethean Shares.

The Offer is open for acceptance until 1.00 p.m. (London time) on 27 August 2015 (or such later time(s) and/or date(s) as Digital Train may determine, subject to the consent of the Panel, where required).

To accept the Offer, Promethean Shareholders should complete, sign and return the Form of Acceptance in accordance with the instructions printed on it and set out in the Offer Document, together with any share certificate(s) and/or any other appropriate document(s) of title, so as to be received by post or by hand (during normal business hours only) at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible and, in any event, so as to be received by no later than 1.00 p.m. on 27 August 2015. A first class reply paid envelope for use in the United Kingdom only is enclosed for your convenience.

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement and other documents in connection with the Offer will, subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, be available free of charge for inspection on NetDragon's website at http://ir.netdragon.com/ and on Promethean's website at http://www.prometheanworld.com/ by no later than 12 noon (London time) on 7 August 2015. The contents of those websites are not incorporated into, and do not form part of, this announcement.

Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting Equiniti Limited on 0871 384 2050 from within the UK (or on +44 (0)121 415 0259 if calling from outside the UK) with an address to which the hard copy may be sent. Calls to the 0871 384 2050 number cost 8 pence per minute (excluding VAT), plus network extras. Lines are open 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Terms used in this announcement have the meanings given to them in the Offer Document unless stated otherwise.

Enquiries:

NetDragon and Digital Train

Simon Leung, Vice Chairman +852 285 078 28

Ben Yam, Chief Financial Officer

VSA Capital (financial adviser to NetDragon and Digital Train)

Andrew Raca +44 (0)203 005 5000

James Asensio

Promethean

Philip Rowley, Chairman +44 (0)1254 298 598

Jim Marshall, Chief Executive Officer

Gleacher Shacklock (financial adviser to Promethean)

Edward Cumming-Bruce +44 (0)207 484 1150

Citigate Dewe Rogerson Consultancy (public relations adviser to Promethean)

Anthony Carlisle +44 (0)7973 611 888

Important notices relating to financial advisers

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

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

Further information

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

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

This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange, the Listing Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Overseas jurisdictions

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

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

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

Notice to US holders of Promethean Shares

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

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

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

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

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

Forward looking statements

This announcement (including information incorporated by reference in this announcement) contains statements about Promethean, NetDragon and Digital Train which are, or may be deemed to be, "forward-looking statements" and which are prospective in nature. All statements other than statements of historical fact included in this announcement may be forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "predicts", "intends", "anticipates", "believes", "targets", "aims", "projects", "future-proofing" or words or terms of similar substance or the negative of such words or terms, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Promethean's, NetDragon's or Digital Train's operations and potential synergies resulting from the Offer; and (iii) the effects of global economic conditions on Promethean's, NetDragon's or Digital Train's business.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results, performance or achievements of NetDragon, Digital Train or Promethean to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of NetDragon, Digital Train or Promethean to differ materially from the expectations of NetDragon, Digital Train or Promethean, as applicable, include, among other things: UK domestic and global economic and business conditions; the ability to access sufficient funding to meet NetDragon's, Digital Train's or Promethean's liquidity needs; risks concerning borrower or counterparty credit quality; instability in the global financial markets, including Eurozone instability and the impact of any sovereign credit rating downgrade or other sovereign financial issues; market-related risks including in relation to interest rates and exchange rates; changing demographics and market-related trends; changes in customer preferences; changes to laws, regulation, accounting standards or taxation, including changes to regulatory capital or liquidity requirements; the policies and actions of governmental or regulatory authorities in the UK, the European Union, the United States or other jurisdictions in which NetDragon, Digital Train or Promethean operate; the ability to attract and retain senior management and other employees; the extent of any future impairment charges or write-downs caused by depressed asset valuations, market disruptions and illiquid markets; the effects of competition and the actions of competitors. Each of NetDragon, Digital Train and Promethean and each of their respective members, directors, officers, employees, advisers and persons acting on their behalf, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except as required by applicable law.

No member of NetDragon, Digital Train or Promethean, or any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements.

Other than in accordance with its legal or regulatory obligations, none of NetDragon, Digital Train or Promethean is under any obligation and NetDragon, Digital Train and Promethean each expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Except as expressly provided in this announcement, no forward-looking or other statements have been reviewed by the auditors of NetDragon, Digital Train or Promethean. All subsequent oral or written forward-looking statements attributable to any member of NetDragon, Digital Train or Promethean, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for NetDragon, Digital Train or Promethean, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for NetDragon, Digital Train or Promethean, as appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 Code, any person who is, or becomes, interested in 1 per cent. 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 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.

Information relating to Promethean Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Promethean Shareholders, persons with information rights and other relevant persons for the receipt of communications from Promethean may be provided to Digital Train during the Offer Period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.12(c) of the Code.

Publication on website

This announcement and the display documents required to be published pursuant to Rule 26.1 of the Code will be made available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, on NetDragon's website at http://ir.netdragon.com/ and on Promethean's website at http://www.prometheanworld.com/ by no later than 12 noon on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of such websites are not incorporated into, and do not form part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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