Zen Research PLC
17 June 2002
17 June 2002
Zen Research plc
On 27 March 2002, Zen Research plc ('Zen' or the 'Company') announced that it
proposed to put a scheme to shareholders whereby all shareholders save Davidi
Gilo and certain of his family interests would receive 10p per share and have
their shares cancelled (the 'Proposal'). On 24 April 2002, it was announced that
the implementation of this proposed scheme would be delayed pending the
investigation of an approach at a higher price from a third party. On 20 May
2002, the Independent Committee of the Company announced that no such higher
offer had been received and that the Independent Committee and Mr Gilo had
agreed to continue with the proposed scheme. The scheme documents were
despatched to shareholders on 24 May 2002 convening shareholders meetings for
today.
The Independent Committee announces that after the close of business on 14 June
it received a further approach that may or may not result in a third party
making an offer to acquire the entire issued share capital of the Company for a
consideration payable in cash of 11p per share. This approach does not
constitute a firm offer and is subject to due diligence.
In the light of this latest approach, the Independent Committee and Mr. Gilo
have mutually agreed to propose resolutions at the court meeting and the
extraordinary general meeting of the Company convened for 9.30 a.m. and 9.45
a.m., respectively, today that such meetings be adjourned until 28 June 2002.
In the light of the significant delays already incurred, the Company fully
intends to put the Proposal to shareholders for a vote on 28 June, unless a firm
offer is made to shareholders prior to that date.
A further announcement will be made in due course.
Enquiries:
Zen Research plc
Mark Way, Head of Investor Relations: 020 7382 0470
UBS Warburg (advisers to the Independent Committee)
Michael Lacey-Solymar: 020 7567 8000
UBS Warburg is acting for the Independent Committee in relation to the Proposal
and is not acting for any of the members of the Board of Zen in their personal
capacities nor for any of the holders of Ordinary Shares in relation to the
Proposal. UBS Warburg will not be responsible to anyone other than the
Independent Committee for providing the protections afforded to its clients or
advising any such person in relation to the Proposal. In particular, UBS Warburg
will not owe any duties or responsibilities to any holder of Ordinary Shares
concerning the Proposal.
This information is provided by RNS
The company news service from the London Stock Exchange
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