Tender Offer

RNS Number : 9518E

Messaging International Plc

17 May 2013

 



Messaging International Plc

('Messaging International' or 'the Company')

Tender Offer

Messaging International, the AIM traded provider of innovative messaging services, is pleased to announce that it has today posted to its shareholders a Circular and Tender Offer Application Form (the "Circular") setting out the Board's proposals for the Tender Offer.

The Board has recently decided that it would be appropriate to offer all Shareholders the opportunity to realise some of their investment in the Company by means of a tender offer pursuant to which the Company will purchase up to approximately 25.7 percent of the issued share capital of the Company at a Tender Price of 1 penny per Share (the "Tender Offer"). Any Shares purchased by the Company under the Tender Offer will then be cancelled. The Tender Offer is conditional upon the Resolution being passed at the General Meeting. 

Defined terms in this announcement are as those set out in the Circular.

Key points to the Tender Offer

The key points to the Tender Offer are as follows:

•           The Tender Offer is for up to approximately 25.7 per cent of the Company's issued share capital. Under the Tender Offer, each Shareholder is entitled to have up to approximately 25.7 percent of his or her shareholding (such Shareholder's Basic Entitlement) purchased by the Company at the Tender Price (1 penny per Share). Tenders will be rounded down to the nearest whole number of Shares.

•           Shareholders will be able to decide whether to tender none, some or all of their Shares within the overall limits of the Tender Offer.

•           Tenders in excess of a Shareholder's Basic Entitlement will only be accepted to the extent that other Shareholders tender less than their Basic Entitlement or do not tender any Shares and will, if necessary, be scaled back on a pro rata basis.

•           The Tender Offer is being made at a premium to the closing market price on 16 May 2013 of 73.9 percent.

•           The Tender Offer will be funded from the Company's cash resources, using part of the special reserve created by the court-approved reduction of capital carried out by the Company in December 2011.

The Shares purchased by the Company under the Tender Offer will subsequently be cancelled. The Tender Offer is conditional upon the passing of the Resolution being proposed at the General Meeting. Following completion of the Tender Offer and cancellation of the Shares purchased by the Company thereunder, the Company's issued share capital will be reduced by 40,000,000 Shares to 115,872,147 Shares, assuming the Tender Offer is taken up in full. The Tender Offer is open to Shareholders on the register of the Company at the close of business on 31 May 2013. 

There is no guarantee that the Tender Offer will take place. The Tender Offer is conditional on, the passing of the Resolution being proposed at the General Meeting and will not proceed if any of the conditions specified in paragraph 2 of Part II of the Circular are not satisfied or if it is withdrawn by the Company at any point prior to the announcement of the results of the Tender Offer. The non-fulfilment of the specified conditions would mean that the Tender Offer could not be implemented and that the Company would have to bear the abortive costs of making the Tender Offer.

Options for Shareholders

Under the Tender Offer, Shareholders can choose:

•           to do nothing and to retain in full their investment in the Company; or

•           to tender some or all of their Shares for purchase and to receive cash in consideration of such purchase (subject to scaling back of tenders in excess of the Basic Entitlement).

Shareholders, other than certain Shareholders in Restricted Jurisdictions, will be entitled to have up to approximately 25.7 percent of their respective holdings purchased under the Tender Offer. Such Shareholders will be able to tender additional Shares, but such tenders will only be satisfied, on a pro rata basis, to the extent that other Shareholders tender less than their Basic Entitlement or do not submit a tender.

General Meeting

The Tender Offer is subject to Shareholder approval of the Resolution being proposed at the General Meeting that has been convened for 10.00 a.m. on 3 June 2013, at the offices of AH Montpelier, 58-60 Berners Street, London W1T 3JS.

Action to be taken by Shareholders

Shareholders should follow the instructions contained in the Circular and personalised Tender Offer Application Form which will contain information on the relevant steps they need to take. If Shareholders have any questions on the Tender Offer, please call the helpline on 01252 821390.

Intentions of the Directors

The following Director has informed the Company that he and his connected persons intend to tender the following number of Shares in the Tender Offer:

Geoffrey Simmonds	24,750,000

Acceptance by the Company of an application under the Tender Offer in excess of approximately 25.7 percent of the applicant's holding is subject to there being capacity to purchase those Shares in accordance with the terms of the Tender Offer.

Recommendation

The Board considers that the Tender Offer is in the best interests of Shareholders as a whole. Accordingly, the Board recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as those Directors who directly hold beneficial interests in Shares intend to do in respect of their own beneficial holdings of Shares which, in aggregate, amount to 99,034,396 Shares representing approximately 63.5percent of the issued share capital of the Company.

Tender Offer Timetable

Tender Offer opens	20 May 2013
Publication of report and accounts for the year to 31 December 2012	24 May 2013
Record Date for participation in Tender Offer	Close of business 31 May 2013
Latest time and date for receipt of Tender Offer	12.00 noon on 31 May 2013
Latest time and date for receipt of Forms of Proxy from Shareholders in respect of the General Meeting	10.00 a.m. on 1 June 2013
General Meeting	10.00 a.m. on 3 June 2013
Results of General Meeting and Tender Offer announced	3 June 2013
Settlement date for the Tender Offer: cheques despatched and assured payments made through CREST	On or before 10 June 2013

Each of the times and dates in the expected timetable may be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service provider.

All references to times are to London times.

- Ends -

For further information visit www.telemessage.com or contact: Guy Levit	Messaging International Plc	Tel: + 972 3 9225252
Mark Percy	Cantor Fitzgerald Europe	Tel: [phone]
Catherine Leftley	Cantor Fitzgerald Europe	Tel: [phone]

 

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