Clarification of Press Comment

RNS Number : 2288Y

Synchronica PLC

28 February 2012

 



Synchronica plc

("Synchronica" or "the Company")

Clarification of press comment on 24 February 2012

In the interests of all shareholders, Synchronica plc (AIM: SYNC) (TSX Venture: SYN), the international provider of next-generation mobile messaging services, issues this statement to clarify the comment that appeared in an article in The Times on 24 February 2012 that described a letter received by the Company in early November 2011 as a 'vague approach that was firmly rebuffed'.

Synchronica regards Myriad Group AG ("Myriad") as a competitor in the field of mobile communication software and services. In April 2010, Synchronica and Myriad entered into early stage discussions in relation to a possible offer for the Company. These early stage discussions did not progress to an indicative offer during the remainder of 2010.  A subsequent request for further technical and financial information was received from Myriad in early 2011.

On 11 November 2011 Myriad did submit an indicative offer letter to Synchronica which contained an indicative price per share and a number of pre-conditions. On reflection the Synchronica Board accepts that it was not appropriate for this to be described as a 'vague approach'.

The terms of the indicative offer and the pre-conditions required were discussed at a meeting of the Synchronica Board on 17 November 2011 which concluded that the indicative offer was unacceptable. A number of key reasons were identified by the Synchronica Board and were communicated to Myriad in a letter dated 18 November 2011 which, in the Board's view, rebuffed the indicative offer.

The reasons given in that letter as to why the indicative offer was unacceptable were re-iterated by Synchronica's Chairman in a conversation with Myriad's financial adviser on 24 November 2011.

Synchronica's Board continues to believe that the offer announced by Myriad on 31 January 2012 is unacceptable for reasons consistent with the rebuttal in November 2011. On 14 February 2012 Synchronica's Board advised the Company's shareholders that it believed the offer of 13 pence per share was opportunistic and undervalued the Company and its prospects.

Following a review with its advisors, Synchronica's Board unanimously believes that the purchase of £49,000 worth of Synchronica ordinary shares on 30 November 2011 by Angus Dent, the Company's CEO, was permissible. 

For Synchronica investor relations enquiries, please contact:

Walbrook PR Ltd [phone]	Investor Enquiries, UK	Paul Cornelius [e-mail]
TMX Equicom [phone] Ext 290	Investor Enquires, North America	Craig MacPhail [e-mail]

For Synchronica corporate information, please contact:

Synchronica plc [phone]		Chief Executive Officer		Angus Dent
BDO Corporate Finance [phone]	Rule 3 Advisor		John Stephan; David Abbott; Susan Brice
Northland Capital Partners [phone]		Nominated Advisor Corporate Broker		Shane Gallwey; Rod Venables Katie Shelton
Walbrook PR Ltd [phone]		Media and Analyst Enquiries, UK		Paul McManus [e-mail]
TMX Equicom [phone] Ext 290		Media and Analyst Enquiries, North America		Craig MacPhail [e-mail]

Cautionary Statements

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

The foregoing information may contain forward-looking statements relating to the future performance of Synchronica. Forward-looking statements, specifically those concerning future performance, are subject to certain risks and uncertainties, and actual results may differ materially from Synchronica's plans and expectations. These plans, expectations, risks and uncertainties are detailed herein and from time to time in the filings made by Synchronica with the TSX Venture Exchange and securities regulators. Synchronica does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

A copy of this announcement will be made available on the Company's website at www.synchronica.com as soon as possible.

BDO Corporate Finance, a division of BDO LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Synchronica, as financial advisor in relation to this announcement, and is not acting for or advising any other person and accordingly will not be responsible to any other person other than Synchronica for providing the protections afforded to the clients of BDO LLP or for providing advice in relation to this announcement, or any other matter referred to herein. 

Disclosure requirements of the Takeover Code (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].

 

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