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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
CASH OFFER
BY
MAYFAIR CAPITAL INVESTMENTS LIMITED ("MAYFAIR")
FOR
TIMEWEAVE PLC ("TIMEWEAVE")
(formerly Alphameric plc)
COMPULSORY ACQUISITION
12 November 2012
Level of acceptances
On 1 October 2012 Mayfair announced that its Offer for the entire issued share capital of Timeweave had become wholly unconditional.
Mayfair today announces that it either owns or has received valid acceptances of the Offer in respect of a total of 209,845,371 Timeweave Shares (representing approximately 93.09 per cent. of the existing issued share capital of Timeweave).
This comprises of:
valid acceptances of the Offer in respect of 142,244,802 Timeweave Shares (representing approximately 63.10 per cent. of the existing issued share capital of Timeweave); and Mayfair's initial holding of 67,600,569 Timeweave Shares (representing 29.99 per cent. of the existing issued share capital of Timeweave).
Compulsory acquisition
As Mayfair has now received acceptances under the Offer in excess of 90 per cent. in value of the Timeweave Shares to which the Offer relates and not less than 90 per cent. of the voting rights carried by those shares, Mayfair intends to exercise its rights pursuant to sections 974 and 991 of the Companies Act 2006 to acquire compulsorily the remaining Timeweave Shares to which the Offer relates in respect of which the Offer has not been accepted on the same terms as the Offer.
Mayfair announces that it will today be despatching the formal compulsory acquisition notices (the "Compulsory Acquisition Notices"), in the prescribed form under section 980(1) of the Companies Act 2006, to all Timeweave Shareholders who have not yet accepted the Offer.
The remaining Timeweave Shares will be compulsorily acquired on 24 December 2012 and on that day Mayfair will pay the consideration for such shares to Timeweave which will then send the consideration to the relevant Timeweave Shareholders.
Extension of the closing date of the Offer
Mayfair further announces that it shall extend the Offer and it shall remain open for acceptances until Monday 24 December 2012 to enable Timeweave Shareholders to accept the Offer in advance of the compulsory acquisition date.
If you validly accept the Offer, the consideration will be despatched to you within 14 calendar days of receipt of your Form of Acceptance duly completed in all respects. If you have already validly accepted the Offer, you do not need to take any further action.
Timeweave Shareholders who have not yet accepted the Offer are therefore urged to accept the Offer as soon as possible:
If you are a holder of Timeweave Shares in certificated form, you should complete and return the Form of Acceptance, which accompanied the Offer Document, together with your original share certificates or other documents of title to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible.
You should note that share certificates in Timeweave's former name, Alphameric plc, will be accepted. If you are a holder of Timeweave Shares in uncertificated form, that is, in CREST, you should ensure that an Electronic Acceptance is made and settled, in accordance with the instructions set out in the Offer Document, as soon as possible.
Capitalised terms used but not defined in this announcement shall have the meanings given to them in the Offer Document, unless stated otherwise.
Enquiries:
Douglas Armstrong, Dickson Minto W.S.
Tel: +44 (0) 20 7628 4455
This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer to sell or otherwise dispose of or an invitation to purchase, otherwise acquire or subscribe for any securities or the solicitation of any vote or approval or an offer to buy or subscribe for any securities pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which, when issued,
will contain the full terms and the conditions of the Offer, including details of how the Offer may be accepted. The Offer Document will be posted to those Timeweave Shareholders able to receive it in due course. Those Timeweave Shareholders receiving the Offer Document are strongly advised to read it in full, as it will contain important information. Any acceptance or other response to the Offer shall be made only on the basis of the information in the Offer Document and the Form of Acceptance.
Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Mayfair and for no one else in relation to the Offer and will not be responsible to anyone other than Mayfair for providing the protections afforded to clients of Dickson Minto W.S., nor for giving advice in relation to the Offer or any other matter or arrangement referred to in this announcement.
The Offer will be subject to the applicable rules and regulations of the London Stock Exchange and the City Code.
Overseas shareholders
This announcement has been prepared in accordance with English law and the City Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
The laws of the relevant jurisdiction may affect the availability of the Offer to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person
(including nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Offer Document and/or the Form of Acceptance or any accompanying or related document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.
Unless otherwise determined by Mayfair and permitted by applicable law and regulation the Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or by any facility
of any securities exchange of Canada, Australia, or Japan or any other Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within Canada, Australia, or Japan or any other Restricted Jurisdiction. Accordingly, neither this announcement nor
the Offer Document is being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from Canada, Australia, or Japan or any other Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. All Timeweave Shareholders or other persons
(including nominees, trustees or custodians) who would or otherwise intend to, or may have a contractual or legal obligation to, forward this announcement or the Offer Document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.
The Offer will be capable of acceptance only by persons outside Canada, Australia, Japan or any other Restricted Jurisdiction. Offering materials with respect to this Offer will not be, and may not be, distributed in or sent to the United States, Canada, Australia, Japan or any other Restricted Jurisdiction and may not be used for the purpose of solicitation of an offer to purchase or
sell any securities in the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Any tenders received from persons resident in the United States, Canada, Australia, Japan or any other Restricted Jurisdiction or with United States, Canadian, Australian or Japanese mailing addresses or from a mailing address in any other Restricted Jurisdiction will be rejected.
The receipt of cash pursuant to the Offer by Timeweave Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other, tax laws. Each Timeweave Shareholder is urged to consult its independent professional adviser regarding the tax consequences of acceptance of the Offer.
Notice to US investors
The Offer is being made for securities of a United Kingdom company and Timeweave Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the City Code and United Kingdom disclosure requirements, format and style, all of which differ from those in the United States. Timeweave's financial statements,
and all financial information that is included in this announcement or that may be included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial statements of United States companies or companies whose financial statements are prepared in accordance with US GAAP.
The Offer may be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the City Code, the Panel, the London Stock Exchange and the UK Financial Services Authority. 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 United States domestic tender offer procedures and law. In the United States, the Offer will be made solely by Mayfair and not by its financial adviser.
Timeweave is a company incorporated under the laws of England and Wales. Mayfair is an international business company incorporated under the laws of the Bahamas. Substantially all of the assets of Timeweave and Mayfair are located outside the United States. As a result,
it may not be possible for Timeweave Shareholders in the United States to effect service of process within the United States upon Timeweave or Mayfair or their respective officers or directors or to enforce against any of them judgements of the United States
predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Timeweave or Mayfair or their respective officers or directors in a non-US court for violations of the United States securities
laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgements of United States courts, based on the civil liability provisions of United States federal securities laws.
This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentally of interstate or foreign commerce
or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than (i) in accordance with the tender offer requirements under the US Securities Exchange Act, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Offer, or passed comment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence.
Cautionary statement regarding forward-looking statements
This announcement contains statements about Timeweave and Mayfair that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or similar expressions or the negative thereof
are forward-looking statements. Forward-looking statements 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 Timeweave's or Mayfair's operations; and (iii) the effects of government regulation on Timeweave's or Mayfair's business.
These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual or expected results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements
expressed or implied by such forward-looking statements. Due to such risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Timeweave and Mayfair disclaim any obligation to update any
forward-looking or other statements contained herein, except as required by the City Code, the AIM Rules or applicable law. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in
which each will operate in the future. All subsequent oral or written forward-looking statements attributable to Timeweave, Mayfair or any of their respective members or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.
Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per Timeweave Share for the current or future financial years will necessarily match or exceed the historical published earnings per Timeweave Share.
Save as set out above and Mayfair's interest in 35,625,379 Timeweave Shares which were the subject of an irrevocable undertaking to accept the Offer from Henderson, on 9 November 2012 (being the latest practicable date prior to the publication of this announcement), neither
Mayfair, nor any person acting in concert with Mayfair, is interested in, has any rights to subscribe for any relevant securities of Timeweave nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise),
including any short position under a derivative or any arrangement in relation to any relevant securities of Timeweave. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery
of any relevant securities of Timeweave and any borrowing or lending of any relevant securities of Timeweave which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of Timeweave.
The percentages of Timeweave Shares referred to in this announcement are based upon a figure of 225,415,063 Timeweave Shares in issue on 9 November 2012.
Dealing disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London
time) on the 10th Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 p.m. (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 paper 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on website
A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident outside the United Kingdom, for inspection at www.mayfaircapitalinvestments.com, by no later than 12 noon (London time) on 13 November 2012, in accordance with Rule 30.4 of the City Code.
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