Response to Enigmatic's Increased Cash Offer

RNS Number : 2526S

Clarity Commerce Solutions PLC

17 November 2011

 



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

       Clarity Commerce Solutions plc (the "Company or "Clarity")

Response to Enigmatic's increased cash offer

The directors of Clarity (the "Clarity Board") note the announcement made by Enigmatic Investments Limited ("Enigmatic") on 11 November 2011, that it has extended and improved its cash offer to acquire the issued and to be issued share capital of Clarity by 2 pence per ordinary share (the "Enigmatic Offer"). The Clarity Board believes that the Enigmatic Offer continues to undervalue the Company and its prospects.

On 12 October 2011, the Company announced that, following the original offer made by Enigmatic on 27 September 2011, the Company received several indicative expressions of interest from relevant potential offerors. The Company further announced on 18 October 2011 that that it was working with a number of potential interested parties towards securing an offer which the Clarity Board expected that it would be able to recommend. The Company remains in discussions with one of those potentially interested parties and negotiations are at an advanced stage regarding an alternative proposal which would enhance both the international reach of the business and its financial strength. If concluded successfully, the Clarity Board considers that the potential alternative proposal may deliver significantly higher value for Clarity shareholders.

The Clarity Board reiterates its view that at the current price the Enigmatic Offer undervalues the Company and its prospects. Therefore, the Clarity Board continues to recommend that Clarity shareholders do not accept the Enigmatic Offer and take no action in respect of their shareholdings.

Enquiries:

Clarity Commerce Solutions plc
Stephen Sadler, CFO and COO	T: 01256 365 150
Arbuthnot Securities
Antonio Bossi / Rebecca Gordon / Paul Gillam	T: 020 7012 2000
Biddicks Zoe Biddick	T: 020 3178 6378

Dealing disclosure requirements of the Code

Under Rule 8.3(a) of the 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 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 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% 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 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 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 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.  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 [phone].

Publication on website

A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in any restricted jurisdiction, on Clarity's website at www.claritycommerce.com by no later than 12.00 noon (London time) on 18 November 2011.

 

END

 

 

RSPBFBPTMBJBBMB