Pilat Media Global

Posting of Audited Final Results

RNS Number : 2154B
Pilat Media Global PLC
28 February 2014
 



 

Press Release

28 February 2013

 

Pilat Media Global plc

 

("Pilat" or the "Company")

 

Posting of Audited Final Results

 

The Company announces that it has today posted in hard copy to Pilat Shareholders and, for information only, to the holders of options and awards under the Pilat Share Schemes, the Company's audited final results for the year ended 31 December 2013 (the "2013 Results"), which were announced by the Company earlier today.

 

Capitalised terms not otherwise defined in this announcement, shall have the same meanings as set out in the scheme document published by the Company on 12 February 2014.

 

A copy of this announcement and the 2013 Results will be available, free of charge, on Pilat's website at http://www.pilatmedia.com during the course of the Acquisition.

 

- Ends -

 

Enquiries:

SintecMedia Ltd. / Sintec Media Software Ltd.


Amotz Yarden, Chief Executive Officer

Tel: +972 (2) 651-5122

Shlomo Freidenreich, Chief Financial Officer


 

Cairn Financial Advisers LLP


(Financial Adviser to SintecMedia and SMS)

Tel: +44 (0) 20 7148 7900

Liam Murray / Avi Robinson


 

Pilat Media Global plc


Avi Engel, Chief Executive Officer

Tel: +44 (0) 20 8782 0700

Martin Blair, Chief Financial Officer


 

Shore Capital and Corporate Limited


(Financial Adviser and Nomad to Pilat)

Tel: +44 (0) 20 7408 4090

Dru Danford / Patrick Castle


 

Abchurch


(Public Relations Adviser to Pilat)

Tel: +44 (0) 20 7398 7720

Henry Harrison-Topham / Oiliva Stuart Taylor


 

Cairn, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for SMS and SintecMedia and no one else in connection with the Scheme and the matters referred to in this announcement. Cairn will not be responsible to any person other than SMS and SintecMedia for providing the protections afforded to clients of Cairn, nor for providing advice in relation to the Scheme or any other matter referred to in this announcement.

 

Shore Capital, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Pilat and no one else in connection with the Scheme and the matters referred to in this announcement. Shore Capital will not be responsible to any person other than Pilat for providing the protections afforded to clients of Shore Capital, nor for providing advice in relation to the Scheme or any other matter referred to in this announcement.

 

Please note that addresses, electronic addresses and certain other information provided by Pilat Shareholders and other relevant persons for the receipt of communications from Pilat may be provided to an offeror as required under the Takeover Code. This announcement is for information purposes only and does not constitute, or form part of, an offer to sell nor an invitation to subscribe for or purchase any securities nor the solicitation of an offer to buy securities pursuant to the Scheme or otherwise.  The Scheme will be effected solely by means of the Scheme Document, which will contain the full terms and conditions of the Scheme, including details of how to vote in favour of the Scheme.  Pilat, SintecMedia and SMS urge Pilat Shareholders to read the Scheme Document (with the exception of certain Scheme Shareholders in Restricted Jurisdictions), as it contains important information relating to the Scheme.

 

This announcement does not constitute a prospectus or prospectus equivalent document.

 

Overseas shareholders

 

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law.  Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements.

 

Unless otherwise determined by SintecMedia and SMS or required by the Code, and permitted by applicable law and regulation, the Scheme will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.  Accordingly, copies of this announcement and all other documents relating to the Scheme are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all other documents relating to the Scheme (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

 

The availability of the Scheme to Pilat Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

 

 Further details in relation to overseas Pilat Shareholders are contained in the Scheme Document.

 



Publication on website

 

A copy of this announcement and the 2013 Results will be made available, free of charge but subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.pilatmedia.com by no later than 12 noon (London time) on the Business Day following the date of this announcement.

 

Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks on SintecMedia's or Pilat's website (or any other website) is incorporated into, or forms part of, this announcement.

 

 Any person who has received this announcement in electronic form or by means of a website publication may request a copy of this announcement in hard copy form and may request that all future documents, announcements and information sent to him in relation to the offer be in hard copy form.  Unless so requested, a hard copy of this announcement will not be sent to you.  This announcement and all future documents, announcements and information can be requested in hard copy form (free of charge), by submitting a request in writing to Cairn Financial Advisers LLP, 61 Cheapside, London EC2V 6AX or by calling Cairn Financial Advisers LLP on 020 7148 7800.

 

 If you are in any doubt about the Scheme, the contents of this announcement or what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if you are resident outside the UK, from another appropriately authorised independent financial adviser.

 

Dealing Disclosure Requirements

 

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Takeover 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.


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