Results of the Tender Offer
Eckoh PLC
07 February 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITED
STATES, CANADA, AUSTRALIA, SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN
Eckoh Plc ('Eckoh' or the 'Company')
Results of the Tender Offer
1. Background to Tender Offer
On 16 January 2007 the Company announced that it proposed to return up to
approximately £7 million of cash to Eligible Shareholders by way of a tender
offer (the 'Tender Offer').
A circular (the 'Circular') dated 16 January 2007 was posted to Shareholders
containing full details of the Tender Offer and including a notice of an
Extraordinary General Meeting to authorise the Company's purchase of its
Ordinary Shares under the Tender Offer and to grant the Company authority to
make market purchases of its Ordinary Shares.
Unless the context otherwise requires, the definitions used in the Circular also
apply in this announcement.
2. Result of Tender Offer
The Board of the Company announces that pursuant to the Tender Offer, which
closed at 1.00 p.m. on 6 February 2007, valid tenders for 120,570,133 Ordinary
Shares were received. The Strike Price for the Tender Offer is 13 pence per
Ordinary Share, which has resulted in tenders for 53,846,084 Ordinary Shares
being conditionally accepted by the Company, as detailed below.
The Tender Offer remains conditional on the passing of Resolution 1 at the
Extraordinary General Meeting at 10.00 a.m. on 22 February 2007 and on those
other matters set out in the Circular (the 'Conditions'). A further announcement
will be made after the EGM.
Subject to the passing of Resolution 1 and the fulfilment of the other
Conditions:
- valid tenders will be accepted in the following order of priority:
(i) first, tenders of up to 2,000 Ordinary Shares (inclusive)
submitted at or below 13 pence per Ordinary Share will be accepted in full, but
only in respect of those Shareholders with a registered holding of 2,000
Ordinary Shares or less on the Record Date who tendered in respect of all the
Ordinary Shares in their holding;
(ii) second, tenders submitted below 13 pence per Ordinary Share
will be accepted in full; and
(iii) finally, all other tenders submitted at 13 pence per
Ordinary Share (including Strike Price Tenders) will be accepted but will be
scaled back to ensure that the aggregate consideration paid to Shareholders does
not exceed £7 million. Such tenders will be scaled back pro rata at a rate of
53.628673 per cent.;
- tenders submitted at prices above 13 pence per Ordinary Share will be
rejected;
- the purchase of successfully tendered Ordinary Shares will be
effected by the Company on 22 February 2007, following which those 53,846,084
Ordinary Shares (representing approximately 22 per cent. of the existing
issued share capital of the Company) will be cancelled and will not be available
for re-issue;
- the purchase of 53,846,084 Ordinary Shares pursuant to the Tender
Offer will result in approximately £7 million of cash being returned to the
Company's shareholders;
- CREST accounts will be credited with the Tender Offer proceeds and
cheques for payment for Ordinary Shares purchased pursuant to the Tender Offer
will be despatched by 27 February 2007.
3. The EGM
The EGM is being held at 10.00 a.m. on 22 February 2007 at the offices of
Travers Smith, 10 Snow Hill, London EC1A 2AL to consider and, if thought fit
approve:
- Resolution 1 - the special resolution to approve the Company's
purchase of its Ordinary Shares pursuant to the Tender Offer, which was numbered
1 in the notice of EGM set out at the end of the Circular; and
- Resolution 2 - the special resolution to grant the Company further
authority to make market purchases of its Ordinary Shares, which was numbered 2
in the notice of EGM set out at the end of the Circular.
Shareholders will have received with the Circular a Form of Proxy for use in
connection with the EGM. Whether or not a Shareholder intends to be present at
the EGM and whether or not a Shareholder has tendered any Ordinary Shares under
the Tender Offer, Shareholders are asked to complete and return the Form of
Proxy as soon as possible and, in any event, so as to be received by the
Company's Registrars by not later than 10.00 a.m. on 20 February 2007. The
completion and return of a Form of Proxy will not preclude Shareholders from
attending the EGM and voting in person should they wish to do so.
Date: 7 February 2007
For further enquiries, please contact:
Eckoh plc
Tel: 08701 100 700
Nik Philpot, Chief Executive Officer
Adam Moloney, Group Finance Director
Corporate Synergy Plc
Tel: 020 7448 4400
Jerry Keen / John Prior
Buchanan Communications
Tel: 020 7466 5000
Mark Edwards / Jeremy Garcia
This information is provided by RNS
The company news service from the London Stock Exchange