Offer Rejection

RNS Number : 4761P

Clarity Commerce Solutions PLC

04 October 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 or regulations of such jurisdiction

Clarity Commerce Solutions plc

("Clarity", the "Company" or the "Group")

Clarity Commerce Solutions plc rejects Enigmatic Investments Limited's ("Enigmatic") offer

The board of directors of Clarity, which is being advised by Arbuthnot Securities Limited, has considered the unsolicited offer made on 27 September 2011 by Enigmatic for the entire issued and to be issued share capital of the Company.

The Board believes that the offer is highly opportunistic and undervalues the Company and its prospects.  As a result the Board strongly advises shareholders to take no action in respect of the offer and to reject the approach.  The Directors are unanimous in their rejection of the offer.

Clarity is a leading provider of software solutions to the entertainment, retail, hospitality and leisure sector. Clarity's software solutions are mission-critical and cover all aspects of their clients' operational and revenue generating activities with their consumers, including point of sale, loyalty, promotions, bookings and membership.

 Clarity's business benefits from:

Ø Leading edge customer engagement software;

Ø A global blue chip customer base ;

Ø A high level of contracted recurring revenues from support and maintenance; and

Ø A high proportion of follow on business from existing customers.

The Board believes that the Offer from Enigmatic fails to reflect these strengths or take account of the Company's future prospects in its addressable markets.

While the results to 31 March 2011 showed a loss, principally due to reduced demand in the retail sector, the Company has restructured operations in recent months and has achieved significant cost reductions. The UK and New Zealand Hotels businesses have been divested and group sales and operations have been focused on Clarity's core markets. The Company's cost reduction programme is progressing to plan and the UK redundancy programme, which completed last month, will remove a further £1m from the cost base.

The Company has appointed Arbuthnot Securities and The McLean Group to explore strategic opportunities for the business in order to ensure that shareholder value is maximised. The McLean Group is a US based investment bank with particular experience in the retail, entertainment and hospitality technology sectors. Clarity will be writing to shareholders with its formal views on the offer by no later than 12 October 2011. In the meantime, shareholders are strongly advised to take no action in respect of this offer.

Enquiries:

Clarity Commerce Solutions plc
Stephen Sadler, CFO and Chief Operating Officer	T: 01256 365 150
Arbuthnot Securities
Antonio Bossi / Paul Gillam / Jonathan Haines	T: 020 7012 2000
Biddicks Sophie McNulty / Zoe Biddick	T: 020 3178 6378

Further information

Arbuthnot, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Clarity and no one else in connection with the offer and other matters referred to in this announcement and will not be responsible to any person other than Clarity for providing the protections afforded to clients of Arbuthnot nor for giving advice in relation to the offer or any other matter or arrangement referred to in this announcement.

The McLean Group is acting exclusively for Clarity and no one else in connection with the offer and other matters referred to in this announcement and will not be responsible to any person other than Clarity for providing the protections afforded to clients of The McLean Group nor for giving advice in relation to the offer or any other matter or arrangement referred to in this announcement.

This announcement is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of an offer to purchase or subscribe for any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the offer or otherwise. The offer will be made solely through the offer document, which will contain the full terms and conditions of the offer.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed is not the same as would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.

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 5 October 2011.

 

END

 

 

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