News

Thursday, 16 January 2014

Rule 2.7 Announcement

Rule 2.7 Announcement

Rule 2.7

15 January 2014

 

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

 

 

 

MANDATORY CASH OFFER

 

by

 

PETER JONES CBE

 

for

 

EXPANSYS PLC

 

SUMMARY OF THE OFFER

Peter Jones CBE announces that he has today acquired 110,250,320 Expansys Shares from a large institutional shareholder at a price of 0.525 pence per Share representing approximately 9.49 per cent. of the issued share capital of Expansys.

This increases Mr Jones’ interest in Expansys from 481,374,917 Expansys Shares (representing approximately 41.43 per cent.) to 591,625,237 Expansys Shares (representing approximately 50.92 per cent. of the issued share capital of Expansys).  Following the Acquisition, the combined holding of Mr Jones with Stephen Vincent (who is deemed by the Panel to be acting in concert with Mr Jones) is 617,408,997 Shares (representing approximately 53.14 per cent. of the issued share capital of Expansys).

Rule 9 of the Code requires that where a shareholder has an interest of not less than 30 per cent. and not more than 50 per cent. of a company’s voting share capital, if he acquires an interest in any further shares he is required to make a mandatory cash offer for the entire issued share capital not already owned by him. Following the Acquisition and pursuant to Rule 9, Mr Jones is therefore required to make an offer for all the Expansys Shares he does not already own.

The Offer, which will be made by Mr Jones, will be unconditional and subject to the further terms set out in Appendix I to this Announcement and as set out in the Offer Document and, in the case of Shares held in certificated form, the Form of Acceptance, and will be made on the following basis:

for each Expansys Share - 0.525 pence in cash,

being the highest price paid by Mr Jones or Mr Vincent for Expansys Shares in the 12 months preceding the date of this Announcement.

The Offer values the whole of the issued share capital of Expansys at approximately £6.10 million.

The Offer price represents a premium of approximately 12.9 per cent. to the closing mid market price of 0.465 pence for each Expansys Share as at the close of business on 14 January 2014, (being the last practicable date prior to the date of this Announcement).

Mr Jones will despatch the Offer Document and Form of Acceptance to Shareholders (other than those, if any, in a Restricted Jurisdiction) as soon as practicable and in any event (save with the consent of the Panel) within 28 days of the date of this Announcement.

This summary should be read in conjunction with, and is subject to, the full text of the following Announcement (including the Appendices). The Offer will be unconditional and subject to the further terms set out in Appendix I to this Announcement and the terms to be set out in the Offer Document together with, for Shares held in certificated form, the Form of Acceptance when published. Appendix II contains the sources and bases of certain information used in this summary and in the following Announcement. Appendix III contains definitions of certain terms used in this summary and the following Announcement.

Shareholders should carefully read the Offer Document (together with, if they hold their Shares in certificated form, the Form of Acceptance), once published, in its entirety before making a decision with respect to the Offer.

 

Enquiries

 

WH Ireland (advising broker to Mr Jones)

www.wh-ireland.co.uk

John Wakefield / Mike Coe

Tel: +44 (0)117 945 3470

 

 

This Announcement is for information purposes only and does not constitute, or form part of,  an offer or an invitation to purchase, subscribe for, sell or issue any securities or the solicitation of any offer to purchase, subscribe for, sell or issue any securities, or of any vote or approval, in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance (in respect of certificated Expansys Shares), which will together contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the Offer should be made only on the basis of the information in the Offer Document and the Form of Acceptance (in the case of certificated Expansys Shares). This Announcement does not constitute a prospectus or prospectus equivalent document.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Announcement contains certain forward looking statements, including statements regarding Mr Jones' intentions. Such statements relate to events and depend on circumstances that will occur in the future and are subject to risks, uncertainties and assumptions. There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements, including, among others the enactment of legislation or regulation that may impose costs or restrict activities; the renegotiation of contracts or licences; fluctuations in demand and pricing in the relevant industry; fluctuations in exchange controls; changes in government policy and taxations; industrial disputes; war and terrorism. These forward looking statements speak only as at the date of this Announcement.

IMPORTANT INFORMATION

The Offer Document and (in the case of Expansys Shares held in certificated form) the Form of Acceptance are expected to be posted to Expansys Shareholders as soon as practicable and in any event within 28 days of this Announcement.

Mr Jones accepts responsibility for the information contained in this Announcement. To the best of the knowledge and belief of Mr Jones (who has taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which he is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

WH Ireland, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Mr Jones and no one else in connection with the Offer and will not be responsible to anyone other than Mr Jones for providing the protections afforded to clients of WH Ireland nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this Announcement.

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this Announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. The following Announcement has been prepared in accordance with English law and the 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.

Unless otherwise determined by Mr Jones and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by the use of the mails or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or any facility of a national securities exchange, of a Restricted Jurisdiction (including the United States, Canada, Australia or Japan) and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from a Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

DEALING DISCLOSURE REQUIREMENTS

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 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) an 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 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree 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) an 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 the 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.

FURTHER INFORMATION

Please be aware that addresses, electronic addresses and certain other information provided by Expansys Shareholders, persons with information rights and other relevant persons for the receipt of communications from Expansys may be provided to Mr Jones during the Offer Period as required under Section 4 of Appendix 4 of the Code.

If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser authorised under the Financial Services and Market Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Copies of this Announcement will be available free of charge on Mr Jones’ website at www.peterjones.com/latest-news/ by no later than noon (London time) on the day following this Announcement. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this Announcement.

 


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

 

MANDATORY CASH OFFER

 

by

 

PETER JONES CBE

 

for

EXPANSYS PLC

1.         Introduction

Peter Jones CBE announces that he has today acquired 110,250,320 Expansys Shares at a price of 0.525 pence per Share representing approximately 9.49 per cent. of the issued share capital of Expansys.  This increases Mr Jones’ interest from 481,374,917 Expansys Shares (representing approximately 41.43 per cent.) to 591,625,237 Expansys Shares (representing approximately 50.92 per cent. of the issued share capital of Expansys).

The Panel considers that Stephen Vincent (who works closely with Mr Jones across a number of different businesses) is acting in concert with Mr Jones.  Mr Vincent holds 25,783,760 Expansys Shares.  Following the Acquisition, the combined holding of Mr Jones with Mr Vincent is 617,408,997 Shares (representing approximately 53.14 per cent. of the issued share capital of Expansys).

Rule 9 of the Code requires that where a shareholder has an interest of not less than 30 per cent. and not more than 50 per cent. of a company’s voting share capital, if he acquires an interest in any further shares he is required to make a mandatory cash offer for the entire issued share capital not already owned by him. Following the Acquisition and pursuant to Rule 9, Mr Jones is therefore required to make an offer for all the Expansys Shares he does not already own.

The formal offer will be set out in full in the Offer Document, which is expected to be posted to Expansys Shareholders as soon as practicable and in any event within 28 days of this Announcement.

Both Mr Jones and Mr Vincent are non-executive directors of Expansys.

2.         Terms of the Offer

The Offer is unconditional and is subject to the further terms set out in Appendix I of this Announcement, the Offer Document and (for Shareholders who hold their Shares in certificated form) the Form of Acceptance. The Offer will be made for all of the issued and to be issued ordinary share capital of Expansys, save for those Shares already owned by Mr Jones, on the following basis:

for each Expansys Share – 0.525 pence in cash

The Offer values the entire issued share capital of Expansys at approximately £6.10 million.  The Offer Price is equal to the highest price paid by Mr Jones or Mr Vincent for any Expansys Shares in the 12 months prior to 15 January 2014.

The Offer Price represents a premium of approximately 12.9 per cent. to the closing mid market price of 0.465 pence for each Expansys Share as at close of business on 14 January 2014, (being the last practicable date prior to the date of this Announcement).

3.         Information on Peter Jones CBE

Peter Jones CBE is a well‑known entrepreneur and investor. As well as steering and driving forward his investment business, Peter is involved in a number of additional educational and media activities. In 2005 he started his own charitable foundation which has gone on to become one of Europe’s leading Enterprise Academy networks, helping thousands of young people realise their dreams. In 2009, Peter was made a CBE in the New Year’s Honours for his work and contribution to business, enterprise and young people.

4.         Background to and reasons for making the Offer

Mr Jones has for some time owned 481,374,917 Expansys Shares, representing approximately 41.43 per cent of the Expansys Shares in issue. Following the Acquisition, Mr Jones now owns 591,625,237 Expansys Shares, representing approximately 50.92 per cent of the Expansys Shares in issue.  Following the Acquisition, the combined holding of Mr Jones with Mr Vincent is 617,408,997 Shares (representing approximately 53.14 per cent. of the issued share capital of Expansys).

Following the Acquisition, Mr Jones is obligated under Rule 9 of the Code to make an offer for those Expansys Shares which he does not already own.

5.         Information on Expansys

Expansys is an AIM listed company with a current market capitalisation of approximately £5.4 million based on its mid-market closing price on 14 January 2014.

Expansys Group consists of three business divisions, specialising in the e-commerce, consumer technology and wireless telecommunications sectors globally.

The Group includes Expansys.com, a global online consumer electronics retailer operating directly in 51 countries (and indirectly in 200+ countries) with a global footprint, infrastructure and experience in global consumer technology e-commerce.

The Group also builds and operates international websites on behalf of a growing number of world class technology and wireless brands.

The Group also includes PJ Media, which develops and operates multi-channel services and solutions for mobile networks worldwide, and Data Select Network Solutions, the UK market leader in network SIM distribution and solutions and now established as a national SIM distributor in the USA.

On 8 January 2014, Expansys announced its interim results for the six months ended 31 October 2013 in which it reported a loss before tax of £2.4m on turnover of £60.2m.

6.         Financing of the Offer

WH Ireland is satisfied that Mr Jones has the necessary financial resources available to satisfy full acceptance of the Offer by utilising existing cash resources. It is estimated that full acceptance of the Offer would require payment by Mr Jones, under the terms of the Offer, of an amount of approximately £2.86m in cash.

7.         Expansys Share Options

The Offer will extend to any Expansys Shares which are issued or unconditionally allotted and fully paid (or credited as fully paid) while the Offer remains open for acceptance (or such earlier date as Mr Jones may, subject to the Code, and in accordance with the terms and conditions of the Offer, decide) including any such shares unconditionally allotted or issued pursuant to the exercise of options under the Expansys share option schemes.

Appropriate proposals will be made to Expansys Optionholders in due course in respect of any options not exercised in full.

8.         Compulsory acquisition, cancellation of trading and re-registration

If Mr Jones receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more in nominal value of the Expansys Shares to which the Offer relates (and 90 per cent. or more of the voting rights carried by Expansys Shares to which the Offer relates) Mr Jones intends to exercise his rights pursuant to the Provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Expansys Shares in respect of which the Offer has not been accepted.

If Mr Jones has acquired or agreed to acquire a total of 75 per cent. of the voting rights attached to the Expansys Shares (including the Shares he currently holds), Mr Jones may decide to make an application by Expansys for the cancellation of admission to trading of Expansys Shares on AIM in accordance with the AIM Rules.

It is anticipated that any cancellation of admission to trading on AIM would take effect no earlier than 20 clear business days after Mr Jones has acquired or agreed to acquire 75 per cent. of the voting rights attaching to the Expansys Shares.  The cancellation would significantly reduce the liquidity and marketability of Expansys Shares not assented to the Offer at that time because following such cancellation, Expansys would be re-registered as a private company under the relevant provisions of the Companies Act 2006.

9.         Disclosure of interests in Expansys Shares

Save for Mr Jones, who owns 591,625,237 Expansys Shares (which represent approximately 50.92 per cent of Expansys’s existing share capital) and Mr Vincent who holds 25,783,760 Expansys Shares (representing approximately 2.22 per cent. of Expansys's existing share capital), as at the date of publication of this Announcement, neither Mr Jones nor any of his immediate families or related trusts, nor so far as Mr Jones is aware, any party acting in concert with Mr Jones, has any interest in or right to subscribe in respect of any relevant securities of Expansys or has any short positions in respect of relevant securities of Expansys, or has borrowed or lent any relevant security of Expansys.

Mr Jones confirms that he will make his Opening Position Disclosure today, setting out the details required to be disclosed by him under Rule 8.1(a) of the Code.

10.       Further information

The Expansys Shares to be acquired by Mr Jones pursuant to the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other distributions (if any) declared, paid or made on or after the date of this Announcement.

11.       Disclosure on website

A copy of this Announcement will be published on Mr Jones' website at www.peterjones.com  by no later than 12 noon (London time) on the day following this Announcement.

12.       General

The Offer Document and Form of Acceptance (for Expansys Shares in certificated form) will be posted to Expansys Shareholders and, for information only, to participants in the Expansys Share Option Schemes and persons with information rights as soon as practicable and in any event, within 28 days of this Announcement other than in relation to anyone in a Restricted Jurisdiction. The Offer Document will also be made available to the employees of Expansys or their representatives.

The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Further details in relation to overseas Shareholders will be contained in the Offer Document.

The Offer to be contained in the Offer Document will not be made, directly or indirectly, in, 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 any facilities of a nationals securities exchange of, the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. This Announcement does not constitute an offer in the United States, Canada, Australia or Japan or any such other jurisdiction and the Offer when made will not be capable of acceptance by any such use, means, instrumentally or facilities or otherwise from or within the United States, Canada, Australia or Japan or any such other jurisdiction. Accordingly this Announcement and the Offer Document when issued will not be, and should not be, mailed, transmitted or otherwise distributed, in whole or in part, in or into or from the United States, Canada, Australia or Japan or any such other jurisdiction.

Expansys Shareholders (including, without limitation, nominees, trustee or custodians) must not forward this Announcement or the Offer Document (when issued) to the United States, Canada, Australia, Japan or any other such jurisdiction.

This Announcement does not constitute an offer or an invitation to purchase any securities.

The Offer will be made solely by the Offer Document and the Form of Acceptance, which contain the further terms of the Offer, including details of how the Offer may be accepted.

Appendix III contains definitions of the terms used in this Announcement.


APPENDIX I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

PART A: CONDITIONS OF THE OFFER

As Mr Jones, together with Mr Vincent, holds Expansys Shares carrying approximately 53.14 per cent. of the voting rights in Expansys, the Offer will not be subject to any minimum acceptance condition or any other condition and will be unconditional in all respects at the time it is made.

Part B – Certain further terms of the Offer

(a)            The Offer will extend to all Shares other than those already owned by Mr Jones and Mr Vincent.

(b)            The Expansys Shares will be acquired pursuant to the Offer fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and other interests and together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other distributions declared, made or payable after the date of this Announcement.

(c)            In deciding whether or not to accept the Offer in respect of their Shares, Shareholders should rely on the information contained in, and follow the procedures described in, the Offer Document and (if they hold their Shares in certificated form) the Form of Acceptance which will be posted to Shareholders in due course (other than to any Shareholders with addresses in any Restricted Jurisdiction).

(d)            The Offer will be made on the terms which are set out in this Appendix I, those terms which will be set out in the formal Offer Document and Form of Acceptance and such further terms as may be required to comply with the Code and applicable law.

(e)            The Offer will comply with the Code and any acceptances thereunder will be governed by English law and will be subject to the jurisdiction of the English Courts. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

(f)              The Offer is not being, and will not be, made, directly or indirectly, in or into, or by the use of the mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction and the Offer should not be accepted by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

(g)            This Announcement does not constitute an offer or invitation to purchase Shares or any other securities.


 

APPENDIX II

BASES AND SOURCES

Unless otherwise stated in this Announcement:

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