TIDMPGB
RNS Number : 8156Z
Pilat Media Global PLC
11 February 2014
Pilat Media Global plc
("Pilat" or the "Company")
Notice of Results and Update on 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
The Company is pleased to announce that it expects to announce
its audited financial results for the year ended 31 December 2013
on Friday 28 February 2013.
Additionally, further to the announcement of 16 January 2014
(the "Announcement"), which set out the terms of a recommended
proposal under which Sintec Media Ltd., ("SintecMedia") and its
wholly owned UK subsidiary Sintec Media Software Ltd., ("SMS"),
will acquire for cash the entire issued and to be issued share
capital of Pilat not already owned by SintecMedia (the
"Acquisition"), the Company expects to post the Scheme Document,
together with certain related documentation to Pilat Shareholders
and, for information only, to the holders of options and awards
under the Pilat Share Schemes, on Wednesday 12 February 2014. The
Company will make a further announcement when the Scheme Document
is posted and a full anticipated timetable for the Acquisition will
be set out in the Scheme Document.
A copy of this announcement 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.
Capitalised terms not otherwise defined in this announcement,
shall have the same meanings as set out in the Announcement.
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
(Nomad and Financial Adviser to Pilat)
Dru Danford
Patrick Castle
Abchurch Tel: +44 (0)20 7398 7719
(Public Relations Adviser to Pilat)
Henry Harrison-Topham
Olivia 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.
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
END
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