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Pilat Media Global (PGB)

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Thursday 20 February, 2014

Pilat Media Global

Posting of Scheme Document

RNS Number : 5912A
Pilat Media Global PLC
20 February 2014
 



 

 

The following amendment has been made to the 'Posting of Scheme Document' announcement released on 12 February 2014 at 8:40am under RNS No 8791Z:

In the timetable setting out the expected dates for the implementation of the Scheme, the dates for the Court Meeting and General Meeting should have both read '14 March 2014' and not '12 March 2014'.

All other details remain unchanged. The full amended text is shown below.

 

Pilat Media Global plc

("Pilat" or the "Company")

 

Posting of Scheme Document

 

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

 

On 16 January 2014 the Boards of Sintec Media Ltd., ("SintecMedia"), Sintec Media Software Ltd., ("SMS") and Pilat announced the terms of a recommended proposal under which SintecMedia and its wholly owned subsidiary SMS will acquire for cash the entire issued and to be issued share capital of Pilat not already owned by SintecMedia (the "Acquisition"). It is intended that the Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

 

The Company announces that it is today posting a scheme document to shareholders (the "Scheme Document") together with the Forms of Proxy, the Israeli Tax Declaration Form and the Currency Request Form to Pilat Shareholders and, for information only, to the holders of options and awards under the Pilat Share Schemes. The Scheme Document contains further information on the Scheme and includes notice of the Court Meeting and the General Meeting to be held at 10.00 am and 10.15 am respectively on Friday 14 March 2014 at the offices of Berwin Leighton Paisner LLP, Adelaide House, London Bridge, London EC4R 9HA. Subject to the requisite approvals being obtained at the Court Meeting and the General Meeting and the sanction of the Court, it is currently expected that the Scheme will become effective on Thursday 3 April 2014.

 

Full details of the Court Meeting and the General Meeting and further details of the Scheme and the terms and conditions of the Acquisition are all set out in the Scheme Document.

 

Expected timetable of principal events:

The following indicative timetable sets out expected dates for implementation of the Scheme.

Event

Time and/or Date

Expected announcement date of the audited financial results of the Group for the year ended 31 December 2013

28 February 2014

Last time for lodging Forms of Proxy for the:




Court Meeting (WHITE Form of Proxy)

10.00 a.m. on 12 March 20141

General Meeting (BLUE Form of Proxy)

10.15 a.m. on 12 March 20142

Voting Record Time

6.00 p.m. on 12 March 20143

Court Meeting

10.00 a.m. on 14 March 2014

General Meeting

10.15 a.m. on 14 March 20144

The following dates, other than the Long Stop Date, are subject to change (please see note 5 below):

Last time for requesting transfer of Ordinary Shares between (i) CREST/certificated form and (2) the TASE (and vice-versa)

6.00 p.m. on 20 March 2014

Court Hearing to sanction the Scheme

31 March 2014

Court Hearing to sanction the Capital Reduction

2 April 2014

Last day of dealings in, and for registration of transfer of, and disablement in CREST of, Ordinary Shares

2 April 2014

Last time for returning the Israeli Tax Declaration Form and Currency Request Form

6.00 p.m. on 2 April 2014

Scheme Record Time

6.00 p.m. on 2 April 2014

Effective Date

3 April 2014

Cancellation of admission to trading of Ordinary Shares on AIM

7.00 a.m. on 3 April 2014

Dealings in Ordinary Shares suspended on the TASE pending cancellation of TASE admission

9.30 a.m. on 3 April (Israel time) 2014

Latest date for despatch of cheques and settlement through CREST

17 April 2014

Long Stop Date

30 April 2014

All references in this document to times are to times in London (unless otherwise stated).

The Court Meeting and the General Meeting will each be held at the offices of Berwin Leighton Paisner LLP, Adelaide House, London Bridge, London EC4R 9HA.

Notes:

1.                    It is requested that the WHITE Form of Proxy for the Court Meeting be lodged before 10.00 a.m. on 12 March 2014 (or in the

case of any adjournment, 48 hours before the time fixed for the holding of the adjourned meeting). WHITE Forms of Proxy not

so lodged may be handed to the Chairman of the Court Meeting before the taking of the poll at the Court Meeting. If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.00 p.m. on the date two days before the date set for the adjourned meeting.

 

2.                    The BLUE Form of Proxy for the General Meeting must be lodged before 10.15 a.m. on 12 March 2014 in order for it to be valid,

or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting.

The BLUE Form of Proxy cannot be handed to the Chairman of the General Meeting at that meeting.

 

3.                    If the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.00 p.m. on the day which is two days before the adjourned meeting.

 

4.                    Or as soon thereafter as the Court Meeting shall have been concluded or adjourned.

 

5.                    These times and dates are indicative only and will depend, among other things, on the date on which the conditions are either

satisfied, or (if capable of waiver) waived, and the dates upon which the Court sanctions the Scheme and confirms the associated

Capital Reduction. It will also depend on when the Court Orders sanctioning the Scheme and confirming the Capital Reduction

and, in relation to the Capital Reduction, the statement of capital are delivered to, the Registrar of Companies. Pilat will give

notice of any change(s) by issuing an announcement through an RIS in the UK and an immediate report on the TASE in Israel

and, if required by the Panel, post notice of any change(s) to UK Shareholders and, for information only, to participants in the Share Option Schemes.

 

Capitalised terms not otherwise defined in this announcement, shall have the same meanings as set out on the Scheme Document.

A copy of this announcement, the Scheme Document and the documents listed in paragraph 12 of Part 5 of the Scheme Document will be available will be available, free of charge, on Pilat's and SintecMedia's websites at http://www.pilatmedia.com and http://www.sintecmedia.com respectively during the course of the Acquisition.

Enquiries:

SintecMedia Ltd./Sintec Media Software Ltd.                                                                        Tel: +972 (2) 651-5122

Amotz Yarden, Chief Executive Officer

Shlomo Freidenreich, Chief Financial Officer

 

Cairn Financial Advisers LLP                                                                                                            Tel: +44 (0)20 7148 7900

(Financial Adviser to SintecMedia and SMS)

Liam Murray

Avi Robinson

 

Pilat Media Global plc                                                                                                                       Tel: +44 (0)20 8782 0700

Avi Engel, Chief Executive Officer

Martin Blair, Chief Financial Officer

 

Shore Capital and Corporate Limited                                                                                          Tel: +44 (0)20 7408 4090

(Financial Adviser to Pilat)

Dru Danford

Patrick Castle

 

Abchurch                                                                                                                                                 Tel: +44 (0)20 7398 7719

(Public Relations Adviser to Pilat)

Henry Harrison-Topham                                                                                                      

Jamie Hooper

 

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.

 

 

Not a profit forecast

 

No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the future earnings per share of Pilat for current or future financial years will necessarily match or exceed the historical or published earnings per share of Pilat.

 

Publication on website

 

A copy of this announcement will be made available, free of charge but subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.sintecmedia.com and 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.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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