Offer Update
NewMedia SPARK PLC
21 November 2000
Recommended Offer by Peel Hunt plc on behalf of New.Media SPARK plc
for Internet Indirect plc
First closing date - Offer declared wholly unconditional
The board of SPARK announces that by 3.00 p.m. on 20 November 2000, the first
closing date of the Offer, SPARK had received valid acceptances in respect of a
total of 257,875,271 Internet Indirect Shares (representing approximately 80.58
per cent. of the existing issued ordinary share capital of Internet Indirect).
At the extraordinary general meeting of EO, held on 14 November 2000, EO
Shareholders approved the issue of the EO Shares offered in connection with the
Offer. Accordingly, the Offer has been declared wholly unconditional. The Offer
will remain open for acceptance and the Mix and Match Election will remain
available until further notice.
The acceptances referred to above in respect of Internet Indirect Shares include
acceptances in respect of shares for which SPARK, prior to making the Offer,
received irrevocable undertakings to accept the Offer. Such undertakings were
given by certain of the directors of Internet Indirect and other Internet
Indirect Shareholders in respect of a total of 78,094,383 Internet Indirect
Shares (representing approximately 24.4 per cent. of Internet Indirect's issued
ordinary share capital). SPARK has now received acceptances in respect of
60,269,103 of these Internet Indirect Shares.
Neither SPARK, nor any person acting in concert or deemed to be acting in
concert with SPARK, held any Internet Indirect Shares (or rights over the
shares) prior to the commencement of the Offer period or has acquired or agreed
to acquire any Internet Indirect Shares (or rights over such shares) during the
Offer Period and no acceptance of the Offer has been received from any person
acting in concert with SPARK.
The above acceptances include acceptances of the basic terms of the Offer in
respect of 72,560,315 Internet Indirect Shares, elections under the Mix and
Match Election for additional SPARK Shares in respect of 178,632,767 Internet
Indirect Shares and elections under the Mix and Match Election for additional EO
Shares in respect of 6,682,189 Internet Indirect Shares.
Certificates in respect of the new SPARK Shares and new SPARK Warrants will be
posted to Internet Indirect Shareholders who have validly accepted the Offer and
who held their Internet Indirect Shares on 20 November 2000 in certificated form
within 14 days of the date of this announcement. CREST accounts will be credited
within 14 days of the date of this announcement in respect of Internet Indirect
Shareholders who have validly accepted tile Offer and who held their Internet
Indirect Shares on 20 November 2000 in uncertificated form. Certificates in
respect of the EO Shares will be posted to Internet Indirect Shareholders (who
have validly accepted the Offer) within 14 days of the date of this
announcement.
Application has been made for up to 176,773,557 new SPARK Shares and up to
42,039,997 new SPARK Warrant (being the maximum number of new SPARK Shares and
new SPARK Warrants which could be issued as consideration for the acquisition of
the Internet Indirect Shares) to be admitted to AIM.
Of the 176,773,557 new SPARK Shares and 42,039,997 new SPARK Warrants,
106,517,529 shares and 25,787,525 warrants (being the consideration in respect
of the 257,875,271 Internet Indirect Shares for which valid acceptances were
received by 3.00 p.m. on 20 November 2000 and/ or for which elections for
additional SPARK Shares have been made under the Mix and Match Election)
have been allotted subject to their admission to AIM, which is expected to
take place on 22 November 2000. The new SPARK Shares will rank pari passu
with the existing SPARK Shares in issue and the new SPARK Warrants will be
issued on the same terms as the existing SPARK Warrants.
The expressions used in this announcement shall, unless the context
otherwise requires, bear the same meanings as set out in the Offer
Document dated 30 October 2000.
Enquires:
SPARK Joel Plasco Telephone: 020 7851 7700
Peel Hunt David Davies Telephone: 020 7418 8900
The directors of SPARK accept responsibility for the information
contained in this announcement. To the best of the knowledge and on
behalf of such directors (who have taken all reasonable care to ensure
that such is the case), the information contained in this announcement
is in accordance with the facts and does not omit anything likely to
affect the import of such information.
Peel Hunt is acting exclusively for SPARK and no one else in connection
with the Offer and will not be responsible to anyone other than SPARK
for providing the protections afforded to customers of Peel Hunt nor
for giving advice in relation to the Offer, Peel Hunt is regulated by
The Securities and Futures Authority Limited for the conduct of
investment business in the UK.