Response to Offer

RNS Number : 4138Y

Synchronica PLC

29 February 2012

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Synchronica plc

All Share Offer ("Myriad Offer") for Synchronica plc ("Synchronica") by Myriad Group AG ("Myriad")

Synchronica (AIM: SYNC) (TSX Venture: SYN), the international provider of next-generation mobile messaging services, notes that Myriad yesterday announced that its offer document containing the full terms and conditions of the Myriad Offer together with its prospectus equivalent document have been posted (or otherwise made publicly available) to Synchronica Shareholders and, for information only, to persons with information rights, participants in the Synchronica Share Option Schemes, and to holders of Synchronica Warrants.

The Synchronica Board, in consultation with its advisors, will review Myriad's Offer and inform Synchronica Shareholders of its opinion on the Myriad Offer as soon as possible. As part of this process it has been agreed that representatives of both companies will meet tomorrow. Shareholders are advised to take no action at this time pending a further announcement from Synchronica.

On 8 February 2012, Synchronica announced the signing of a Letter of Intent with Intertainment Media Inc ("Intertainment Media").  In that announcement, Synchronica noted that, subject to shareholder approval, the first CDN $1m of investment by Intertainment Media would be used for additional working capital. 

The deferred consideration agreement with Nokia, relating to Synchronica's purchase of Nokia's operator branded messaging business in July 2011, contained a clause which provided for any additional funds from any equity or debt financing above a threshold of US $5m to be applied to the payment of the outstanding deferred consideration.  The Synchronica Board believed that this threshold would be applied equally to additional equity or debt.  Yesterday, Nokia clarified that in its view the threshold applied only to debt and that therefore any amount of additional equity may, at Nokia's discretion, need to be applied to the repayment of deferred consideration.  Whilst Nokia did not say that it categorically intended to apply this clause, the Synchronica Board believe that it would not be able to take such a risk on behalf of shareholders.  Consequently, Synchronica wishes to inform its shareholders that it no longer intends to seek approval for an investment by Intertainment Media.  Shareholders should note that this will be a key consideration for the Board in deciding upon what advice to provide to shareholders.

Further details, including the opinion of the Synchronica Board on the Myriad Offer, will be set out in a circular to Synchronica's Shareholders which, in accordance with Rule 25 of the Takeover Code, has to be published by 13 March 2012.

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 Cornelius [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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