RNS Number:9513Q
Teleset Networks PCL
27 March 2008
27 March 2007
Teleset Networks Public Company Limited
("Teleset" or the "Company")
APPLICATION FORMS POSTED TO SHAREHOLDERS
Further to the Company's announcements of 5 and 26 March 2008, Teleset has today
posted application forms to shareholders to enable them to subscribe for, and a
covering letter to shareholders setting out the detailed terms and conditions in
connection with, its pre-emptive offer of new shares to raise �5 million (before
expenses). A copy of this letter is reproduced below and will be available
shortly on the company's website at www.telesetnetworks.com.
The Board has received a non binding indication from one of its institutional
shareholders, Templeton Strategic Energy Market Funds II, that it intends to
subscribe for its full basic entitlement to new ordinary shares under the offer
and all other new ordinary shares available under the offer but not otherwise
subscribed for by other qualifying shareholders.
An expected timetable of events is set out below.
Record Date for entitlement under close of business on 26 March 2008
the pre-emptive offer
Posting of Application Forms 27 March 2008
Ex Date for entitlement under the close of business on 28 March 2008
pre-emptive offer
Pre-emptive offer entitlements 28 March 2008
credited to stock accounts of
Qualifying CREST Shareholders in
CREST
Recommended latest time for 4.30 p.m. GMT, 6.30p.m. Cypriot
requesting withdrawal of time on 7 April 2008
pre-emptive offer Entitlements from
CREST
Latest time for depositing 3.00 p.m. GMT, 5.00 p.m. Cypriot
pre-emptive offer Entitlements into time on 9 April 2008
CREST
Latest time and date for splitting 3.00 p.m. GMT, 5.00 p.m. Cypriot
of white Application Forms and blue time on 10 April 2008
Excess CREST Application Forms (to
satisfy bona fide market claims
only)
Latest time and date for receipt of 10.30 a.m. GMT, 12.30 p.m. Cypriot
completed white Application Forms time on 14 April 2008
and blue Excess CREST Application
Forms and payment in full under the
pre-emptive offer or settlement of
relevant CREST instruction
Expected Admission and commencement 8.00 a.m. GMT, 10.00 a.m. Cypriot
of dealings in New Ordinary Shares time on 15 April 2008
CREST members' accounts credited in 15 April 2008
respect of New Ordinary Shares in
uncertificated form
Despatch of definitive share 22 April 2008
certificates for New Ordinary
Shares in certificated form by no
later than
Enquiries
Teleset Networks +357 22 450 790
Yiannis Demetriou
Blue Oar Securities Plc - Nominated Adviser +44 20 7448 4400
John Wilkes
Toby Gibbs
Metropol (UK) Limited - Broker +44 20 7439 6880
Alexander Selegenev
Bankside Consultants - Financial PR adviser +44 20 7367 8888
Simon Bloomfield, Steve Liebmann or Andy Harris
Directors: Philippos Vatiliotis - Non- Executive Director, Chairman of the
Board, Yiannis Demetriou - C.E.O., Roman Shaikhutdinov - C.O.O., Lidana Bondar
C.F.O., Ioannis Tirkides - Non- Executive Director, Gueorgui Horozov - Non-
Executive Director
27th March 2008
Dear Shareholder,
Proposals to Raise �5 million via the issue of 20 million New Ordinary Shares -
terms and conditions of the Offer
1 Introduction
As explained in the Chairman's letter to you of 4 March 2008, the Company
proposes to raise approximately �5 million before expenses, by the issue of
20,000,000 New Ordinary Shares pursuant to a pre-emptive offer.
The 20,000,000 New Ordinary Shares are being offered at 25p per share to all
Qualifying Shareholders in proportion to their existing holdings. To the extent
that Qualifying Shareholders do not take up their entitlement under the Offer,
any excess New Ordinary Shares not taken up will be available to those
Qualifying Shareholders who have taken up their entitlement in full. If
applications for such Excess Shares cannot be satisfied in full, applications
will be scaled back in proportion to Qualifying Shareholder's applications for
such Excess Shares.
The Board has received a non binding indication from one of its institutional
shareholders, Templeton Strategic Emerging Markets Funds II, that it intends to
subscribe for its full basic entitlement to New Ordinary Shares and all Excess
Shares available under the Offer.
This letter, together with the White Application Form enclosed in the case of
Qualifying non-CREST Shareholders and the Blue Application Form enclosed in the
case of Qualifying CREST Shareholders, contains the formal terms and conditions
of the Offer. Words and phrases used in this letter and the Application Forms
are defined at the end of this letter.
2 The Offer
Qualifying Shareholders are hereby invited, on and subject to the terms and
conditions set out below, to apply to subscribe for any number of New Ordinary
Shares at the Issue Price payable in full on application and free of all
expenses up to a maximum of their basic pro rata entitlement which shall be
calculated on the basis of:
1 New Ordinary Share for every 6.877836 Existing Shares
registered in their name at the close of business on the Record Date and so in
proportion for any other number of Existing Shares then held. Fractional
entitlements will be disregarded for the purposes of calculating Qualifying
Shareholders' maximum entitlements under the Offer and entitlements will be
rounded down to the nearest whole number of New Ordinary Shares as appropriate.
Qualifying Shareholders holding less than 6 Existing Shares will have no
entitlement to subscribe under the Offer.
In addition, to the extent Qualifying Shareholders do not take up all or any of
their entitlement to New Ordinary Shares, those Qualifying Shareholders that
have taken up their entitlement in full may make a further application for any
such Excess Shares. If there are not enough Excess Shares available to satisfy
in full any such further applications, those applications will be scaled back in
proportion to Qualifying Shareholder's applications for such Excess Shares.
Qualifying Shareholders should note that if they do not apply for any of their
entitlement under the Offer, their existing shareholding in the Company will be
diluted by approximately 14.54 per cent following Admission.
Holdings of Existing Shares traded on AIM in uncertificated form will be treated
as separate holdings for the purpose of calculating entitlements under the
Offer, as will holdings under different designations and in different accounts.
No temporary documents of title will be issued. Definitive certificates in
respect of New Ordinary Shares taken up are expected to be posted by 22 April
2008 to those Qualifying Shareholders who have validly elected to hold their New
Ordinary Shares in certificated form. In respect of those Qualifying
Shareholders who have validly elected to hold their New Ordinary Shares in
uncertificated form, the New Ordinary Shares are expected to be credited to
their stock accounts maintained in CREST by 15 April 2008.
If you are a Qualifying non-CREST Shareholder the White Application Form shows
the number of Existing Shares registered in your name on the Record Date and
also shows the maximum number of New Ordinary Shares for which you are entitled
to apply under the Offer (other than any Excess Shares). Qualifying CREST
Holders will have Offer Entitlements (other than in relation to Excess Shares)
credited to their stock accounts in CREST and should refer to paragraphs 4.2(a)
to 4.2(j) below and also to the CREST manual for further information on the
relevant CREST procedures. You may apply for any number of New Ordinary Shares
up to and including your maximum basic entitlement. Save in relation to Excess
Shares, no application for New Ordinary Shares in excess of this maximum basic
pro rata entitlement will be met and any Qualifying Shareholder so applying, and
whose application is otherwise valid in all respects, will be deemed to have
applied for his/her maximum basic entitlement. Any monies paid in excess of the
amount due will be returned without interest by crossed cheque in favour of the
applicant at its risk.
You may also apply for any number of Excess Shares in addition to your maximum
basic pro rata entitlement. Qualifying non-CREST Shareholders may do this on the
White Application Form and Qualifying CREST Shareholders may do so on the Blue
Application Form. To the extent any such application scaled down and/or is not
satisfied, any relevant monies will be returned without interest by crossed
cheque in favour of the applicant at its risk.
3 Conditions and further terms of the Offer
General
Qualifying CREST Holders should note that, although the Offer Entitlements
(other than Excess Shares) will be admitted to CREST and be enabled for
settlement, applications in respect of entitlements under the Offer may only be
made by the Qualifying Shareholder originally entitled or by a person entitled
by virtue of a bona fide market claim raised by Euroclear's Claims Processing
Unit. Qualifying non-CREST Holders should note that the White Application Form
is not a negotiable document and cannot be traded.
The New Ordinary Shares will be issued credited as fully paid and will rank pari
passu in all respects with the Existing Shares. The New Ordinary Shares are not
being made available in whole or in part to the public except under the terms of
the Offer.
The Offer is conditional, inter alia, on:
(i) the passing of the resolutions set out in the notice of
meeting sent to Shareholders on 4 March 2008; and
(ii) Admission of the New Ordinary Shares becoming effective
by no later than 8.00 a.m. (UK time) and 10.00 a.m. (Cypriot time) on 15 April
2008.
The attention of Overseas Shareholders is drawn to paragraph 6 below.
Your attention is also drawn to paragraph 4 which gives details of the procedure
for application and payment for the New Ordinary Shares. Dealings in the New
Ordinary Shares are expected to commence at 8.00 a.m. (UK time) and 10.00 a.m.
(Cypriot time) on 15 April 2008.
It is expected that the definitive documents of title in respect of the New
Ordinary Shares, which will be in registered form, will be despatched by post in
certificated form by 22 April 2008 and that CREST accounts will be credited by
15 April 2008. No temporary documents of title will be issued.
Application will be made for the Shares to be admitted to trading on AIM.
Admission is expected to occur on 15 April 2008, when dealings in the New
Ordinary Shares are expected to begin.
If the Offer does not become unconditional, the Existing Shares will remain
admitted to trading on AIM, no New Ordinary Shares will be issued, and all
monies received by the Receiving Agents will be returned to applicants, without
interest, as soon as practicable.
4 Procedure for application and payment
The action to be taken by Qualifying Holders in relation to the Offer depends on
whether, at the relevant time, a Qualifying Shareholder is a Qualifying
non-CREST Shareholder with a White Application Form or is a Qualifying CREST
Holder with a Blue Application Form.
CREST sponsored members should refer to their CREST sponsor, as only their CREST
sponsor will be able to take the necessary action specified below to apply under
the Offer in respect of the Offer Entitlements of such members held in CREST.
CREST members who wish to apply under the Offer in respect of their Offer
Entitlements (other than for Excess Shares) in CREST should refer to the CREST
Manual for further information on the CREST procedures referred to below.
Subject to the provisions of paragraph 7 of this letter entitled "Admission
Settlement and dealings", Qualifying Shareholders who hold their Existing Shares
in certificated form will be allotted New Ordinary Shares in certificated form
to the extent that their entitlement to the New Ordinary Shares arises as a
result of holding Existing Shares in certificated form. Qualifying Holders who
hold part of their Existing Shares in uncertificated form will be allotted New
Ordinary Shares (other than Excess Shares) in uncertificated form to the extent
that their entitlement to the New Ordinary Shares arises as a result of holding
Existing Shares in uncertificated form. All Excess Shares will be allotted in
certificated form (although depositary interests in respect of any such Excess
Shares allotted to Qualifying Holders who hold their Existing Shares in
uncertificated form will be issued in uncertificated form).
If for any reason it becomes necessary to adjust the expected timetable as set
out in this letter, the Company will make an appropriate announcement to a
Regulatory Information Service giving details of the revised dates.
If you do not wish to apply to acquire New Ordinary Shares, you should not
complete and return any Application Form.
4.1 If you have a White Application Form in respect of your
entitlement under the Offer
(a) General
Subject as provided in paragraph 6 of this letter in relation to Overseas
Shareholders, Qualifying non-CREST Holders will have received a White
Application Form with this document. The White Application Form shows the number
of Existing Shares registered in their name at the close of business on the
Record Date. It also shows the maximum number of New Ordinary Shares (other than
Excess Shares) for which they are entitled to apply under the Offer. Qualifying
non-CREST Holders may apply for less than their maximum entitlement should they
wish to do so. Qualifying non-CREST Holders may also hold such a White
Application Form by virtue of a bona fide market claim.
The White Application Form also enables Qualifying non-Crest Holders to apply
for Excess Shares.
The instructions and other terms set out in the White Application Form form part
of the terms of the Offer.
(b) Market claims
Applications to acquire New Ordinary Shares may only be made on the White
Application Form and may only be made by the Qualifying non-CREST Holder named
in it or by a person entitled by virtue of a bona fide market claim in relation
to a purchase of Existing Shares through the market prior to the date upon which
the Existing Shares were marked "ex" the entitlement to participate in the
Offer. White Application Forms may not be assigned, transferred or split, except
to satisfy bona fide market claims, up to 3.00 p.m. (UK time) and 5p.m. (Cypriot
time) on 10 April 2008. The White Application Form is not a negotiable document
and cannot be separately traded. A Qualifying non-CREST Holder who has sold or
otherwise transferred all or part of his holding of Existing Shares prior to the
date upon which the Existing Shares were marked "ex" the entitlement to
participate in the Offer, should consult his broker or other professional
adviser as soon as possible, as the invitation to acquire New Ordinary Shares
under the Offer may be a benefit which may be claimed by the transferee from his
counterparty. Qualifying non-CREST Holders who have sold all or part of their
registered holdings should, if the market claim is to be settled outside CREST,
complete Box 9 on the White Application Form and immediately send it to the
stockbroker, bank or other agent through whom the sale or transfer was effected
for transmission to the purchaser or transferee. The White Application Form
should not, however, subject to certain exceptions, be forwarded to or
transmitted in or into the Excluded Territories. If the market claim is to be
settled in CREST, the beneficiary of the claim should follow the procedures set
out in paragraph 4.2(e) below.
(c) Application procedures
Qualifying non-CREST Holders wishing to apply to acquire all or any of the New
Ordinary Shares to which they are entitled should complete the White Application
Form in accordance with the instructions printed on it. Completed White
Application Forms should be posted in the accompanying reply-paid envelope (for
use only in Cyprus) or delivered by hand (during normal business hours only) to
the Company's Secretary, AAA Regent Consultants Limited, Armenias 39A, 2003
Strovolos - Nicosia, Cyprus (who will act as the Cypriot Receiving Agent in
relation to the Offer), with payment being made by SWIFT to:
Account Name: Teleset Networks Public Company Limited
Bank Name: Hellenic Bank Ltd
Account Number: 119-07-370309-03
IBAN: CY36 0050 0119 0001 1907 3703 0903
BIC: HEBACY2N
Address: Branch 119, Corporate Services, Nicosia
Hellenic Bank's GBP Correspondent:
Name: BARCLAYS BANK PLC
BIC: BARCGB22
Payment must be made by the applicant, not a third party, otherwise the payment
may be returned.
Applications must be received by the Company (at the address detailed above) no
later than 10.30 am (UK time) and 12.30 pm (Cypriot time), on 14 April 2008,
after which time White Application Forms will not be valid. Once submitted,
applications are irrevocable. If a White Application Form is being sent by post
in Cyprus, Qualifying Shareholders are recommended to allow at least four
working days for delivery.
The Company may in its sole discretion, but shall not be obliged to, treat a
White Application Form as valid and binding on the person by whom or on whose
behalf it is lodged, even if not completed in accordance with the relevant
instructions or not accompanied by a valid power of attorney where required, or
if it otherwise does not strictly comply with the terms and conditions of the
Offer. The Company further reserves the right (but shall not be obliged) to
accept either:
(i) Application Forms received after 10.30 am (UK time) and
12.30 pm (Cypriot time) on 14 April 2008 or;
(ii) applications in respect of which remittances are received
before 10.30 a.m. (UK time) and 12.30 pm (Cypriot time) on 14 April 2008 from
authorised persons (as defined in Financial Services and Materials Act 2000)
specifying the New Ordinary Shares applied for and undertaking to lodge the
White Application Form in due course but, in any event, within two Business
Days. Multiple applications will not be accepted.
Any application monies received before the conditions of the Offer are fulfilled
will be kept in a separate bank account until the conditions are fully met. If
the conditions of the Offer are not fulfilled on or before 8.00 a.m. (UK time)
and 10.00 a.m. (Cypriot time) on 30 April 2008, the Offer will lapse and all
application monies will be returned without interest by telegraphic transfer at
the risk of the applicant(s) as soon as is practicable after that date. Interest
earned on monies held in the separate bank account will be retained for the
benefit of the Company.
(d) Effect of application
All documents and remittances sent by post by or to an applicant (or as the
applicant may direct) will be sent at the applicant's own risk. By completing
and delivering a White Application Form the applicant:
(i) agrees that all applications under the Offer shall be
governed by and construed in accordance with the laws of England. The New
Ordinary Shares will be held by the Shareholders in accordance with the
Company's constitutional documents governed by the laws of the Republic of
Cyprus;
(ii) confirms that in making the application the applicant is
not relying on any information or representation other than that contained in
the Chairman's letter of 4 March 2008, this document and the White Application
Form, and the applicant accordingly agrees that no person responsible solely or
jointly for this document or any part thereof shall have any liability for any
such information or representation not so contained and further agrees that
having had the opportunity to read this document, he will be deemed to have had
notice of all information contained in this document;
(iii) represents and warrants that if the applicant received
some or all of their Offer Entitlements from a person other than the Company,
the applicant is entitled to apply under the Offer in relation to such Offer
Entitlements by virtue of a bona fide market claim;
(iv) requests that the New Ordinary Shares, to which he will
become entitled, be issued to him on the terms set out in this document, subject
to the constitutional documents of the Company;
(v) represents and warrants that he is not, nor is he
applying on behalf of any Qualifying Shareholder who is, a citizen or resident
or which is a corporation, partnership or other entity created or organised in
or under any laws of any of the Excluded Territories and he is not applying with
a view to reoffering, re-selling, transferring or delivering any of the New
Ordinary Shares which are the subject of his application to, or for the benefit
of, a Qualifying Shareholder who is a citizen or resident or which is a
corporation, partnership or other entity created or organised in or under any
laws of the Excluded Territories;
(vi) represents and warrants that he is not and nor is he
applying as nominee or agent for, a person who is or may be liable to notify and
account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the
increased rates referred to in section 93 (depository receipts) or section 96
(clearance services) of the Finance Act 1986.
All enquiries in connection with the procedure for application and completion of
the White Application Form should be addressed to the Company's Secretary, AAA
Regent Consultants Limited, Armenias 39A, 2003 Strovolos - Nicosia, Cyprus, Tel
No.: +357 22 87 97 02 or Fax: +357 22 35 55 51. Please note that the Company's
Secretary cannot provide financial advice on the merits of the Offer or as to
whether applicants should take up their Offer Entitlements.
Qualifying Shareholders who do not wish to apply for the New Ordinary Shares
under the Offer should take no action and should not complete or return any
Application Form. Shareholders are, however, encouraged to vote at the
Extraordinary General Meeting by completing and returning the Form of Proxy
previously sent on 4 March 2008.
4.2 If you have Offer Entitlements credited to your stock
account in CREST in respect of your entitlement under the Offer
(a) General
Subject as provided in paragraph 6 of this letter in relation to certain
Overseas Shareholders, each Qualifying CREST Holder will receive a credit to his
stock account in CREST of his Offer Entitlements equal to the maximum number of
New Ordinary Shares (other than Excess Shares) for which he is entitled to apply
to acquire under the Offer. The CREST stock account to be credited will be an
account under the participant ID and member account ID that apply to the
Existing Shares held on the Record Date by the Qualifying CREST Holder in
respect of which the Offer Entitlements have been allocated. If for any reason
the Offer Entitlements cannot be admitted to CREST by, or the stock accounts for
Qualifying CREST Holders cannot be credited by such time as the Company may
decide, a White Application Form will be sent to each Qualifying CREST Holder in
substitution for the Offer Entitlements which should have been credited to his
stock account in CREST. In these circumstances the expected timetable as set out
in this letter will be adjusted as appropriate and the provisions of this letter
applicable to Qualifying non-CREST Holders with White Application Forms will
apply to Qualifying CREST Holders who receive White Application Forms. CREST
members who wish to apply to acquire some or all of their entitlements to New
Ordinary Shares should refer to the CREST Manual for further information on the
CREST procedures referred to below. Should you need advice with regard to these
procedures, please contact Computershare on telephone number 0870 707 1523, or,
if calling from overseas, +44 870 707 1523. If you are a CREST sponsored member
you should consult your CREST sponsor if you wish to apply for New Ordinary
Shares as only your CREST sponsor will be able to take the necessary action to
make this application in CREST.
In addition each Qualifying CREST Holder will receive a Blue Application Form.
The Blue Application Form enables Qualifying Crest Holders to apply for Excess
Shares. The instructions and other terms set out in the Blue Application Form
form part of the terms of the Offer.
(b) Market claims
The Offer Entitlements (other than the relation to Excess Shares) will
constitute a separate security for the purposes of CREST. Although Offer
Entitlements will be admitted to CREST and be enabled for settlement, and
applications in respect of Offer Entitlements may only be made by the Qualifying
Shareholder originally entitled or by a person entitled by virtue of a bona fide
market claim transaction. Transactions identified by the CREST Claims Processing
Unit as "cum" the Offer Entitlement will generate an appropriate market claim
transaction and the relevant Offer Entitlement(s) will thereafter be transferred
accordingly.
(c) USE Instructions
CREST members who wish to apply for New Ordinary Shares (other than Excess
Shares) in, respect of all or some of their Offer Entitlements in CREST must
send (or, if they are CREST sponsored members, procure that their CREST sponsor
sends) a USE instruction to Euroclear which, on its settlement, will have the
following effect:
(i) the crediting of a stock account of Computershare under
the participant ID and member account ID specified below, with a number of Offer
Entitlements corresponding to the number of New Ordinary Shares applied for; and
(ii) the creation of a CREST payment, in accordance with the
CREST payment arrangements in favour of the payment bank of Computershare in
respect of the amount specified in the USE instruction which must be the full
amount payable on application for the number of New Ordinary Shares referred to
in (i) above.
(d) Content of USE instruction
The USE instruction must be properly authenticated in accordance with
Euroclear's specifications and must contain, in addition to the other
information that is required for settlement in CREST, the following details:
(i) the number of New Ordinary Shares for which application
is being made (and hence the number of the Offer Entitlement(s) being delivered
to Computershare);
(ii) the ISIN of the Offer Entitlement. This is CY0140631819;
(iii) the participant ID of the accepting CREST member;
(iv) the member account ID of the accepting CREST member from
which the Offer Entitlements are to be debited;
(v) the participant ID of Computershare in its capacity as a
CREST receiving agent. This is 3RA48;
(vi) the member account ID of Computershare in its capacity as
a CREST receiving agent is TELESET;
(vii) the amount payable by means of a CREST payment on
settlement of the USE instruction. This must be the full amount payable on
application for the number of New Ordinary Shares referred to in (I) above;
(viii) the intended settlement date. This must be on or before
10.30 a.m. (UK time) and 12.30 pm (Cypriot time) on 14 April 2008; and
(ix) the Corporate Action Number for the Offer. This will be
available by viewing the relevant corporate action details in CREST.
In order for an application under the Offer to be valid, the USE instruction
must comply with the requirements as to authentication and contents set out
above and must settle on or before 10.30 am (UK time) and 12.30 pm (Cypriot
time) on 14 April 2008.
In order to assist prompt settlement of the USE instruction, CREST members (or
their sponsors, where applicable) may consider adding the following
non-mandatory fields to the USE instruction: (i) a contact name and telephone
number (in the free format shared note field); and (ii) a priority of at least
80.
CREST members and, in the case of CREST sponsored members, their CREST sponsors,
should note that the last time at which a USE instruction may settle on 14 April
2008 in order to be valid is 10.30 a.m. (UK time) and 12.30 pm (Cypriot time) on
that day.
In the event that the Offer does not become unconditional by 8.00 am (UK time)
and 10.00 a.m. (Cypriot time) on 30 April 2008, the Offer will lapse, the Offer
Entitlements admitted to CREST will be disabled and Computershare will refund
the amount paid by a Qualifying CREST Holder by way of a CREST payment, without
interest, within 14 days thereafter. The interest earned on such monies, be
retained for the benefit of the Company.
(e) Deposit of Offer Entitlements into, and withdrawal from, CREST
A Qualifying non-CREST Holder's entitlement under the Offer (save in relation to
Excess Shares) as shown by the number of Offer Entitlements set out in his White
Application Form may be deposited into CREST (either into the account of the
Qualifying Holder named in the White Application Form or into the name of a
person entitled by virtue of a bona fide market claim). Similarly, Offer
Entitlements held in CREST may be withdrawn from CREST so that the entitlement
under the Offer is reflected in a White Application Form. Normal CREST
procedures (including timings) apply in relation to any such deposit or
withdrawal, subject (in the case of a deposit into CREST) as set out in the
White Application Form.
A holder of a White Application Form who is proposing to deposit the entitlement
set out in such form into CREST is recommended to ensure that the deposit
procedures are implemented in sufficient time to enable the person holding or
acquiring the Offer Entitlements following their deposit into CREST to take all
necessary steps in connection with taking up the entitlement prior to 10.30 am
(UK time) and 12.30 pm (Cypriot time) on 14 April 2008.
In particular, having regard to normal processing times in CREST and on the part
of Computershare and the Company, the recommended latest time for depositing a
White Application Form with the Company or the CREST Courier and Sorting
Service, where the person entitled wishes to hold the entitlement under the
Offer set out in such White Application Form as Offer Entitlements in CREST, is
3.00 p.m. (UK time) and 5 p.m. (Cypriot time) on 9 April 2008 and the
recommended latest time for receipt by Euroclear of a dematerialised instruction
requesting withdrawal of Offer Entitlements from CREST is 4.30 p.m. (UK time)
and 6.30 p.m. (Cypriot time) on 7 April 2008, in either case so as to enable the
person acquiring or (as appropriate) holding the Offer Entitlements following
the deposit or withdrawal (whether as shown in an Application Form or held in
CREST) to take all necessary steps in connection with applying in respect of the
Offer Entitlements prior to 10.30 a.m. (UK time) and 12.30 pm (Cypriot time) on
14 April 2008.
Delivery of a White Application Form with the CREST deposit form duly completed
whether in respect of a deposit into the account of the Qualifying Shareholder
named in the White Application Form or into the name of another person, shall
constitute a representation and warranty to the Company and Computershare by the
relevant CREST member(s) that it/they is/are not in breach of the provisions of
the notes under the paragraph headed "Instructions for depositing entitlements
under the Offer into CREST" on page 3 of the Application Form, and a declaration
to the Company and Computershare from the relevant CREST member(s) that it/they
is/are not citizen(s) or resident(s) of any Excluded Territory and, where such
deposit is made by a beneficiary of a market claim, a representation and
warranty that the relevant CREST member(s) is/are entitled to apply under the
Offer by virtue of a bona fide market claim.
(f) Validity of application
A USE instruction complying with the requirements as to authentication and
contents set out above which settles by no later than 10.30 a.m. (UK time) and
12.30 pm (Cypriot time) on 14 April 2008 will constitute a valid application
under the Offer.
(g) CREST procedures and timings
CREST members and (where applicable) their CREST sponsors should note that
Euroclear does not make available special procedures, in CREST, for any
particular corporate action. Normal system timings and limitations will
therefore apply in relation to the input of a USE instruction and its settlement
in connection with the Offer. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST sponsored member, to
procure that his CREST sponsor takes) such action as shall be necessary to
ensure that a valid application is made as stated above by 10.30 am (UK time)
and 12.30 pm (Cypriot time) on 14 April 2008. In this connection CREST members
and (where applicable) their CREST sponsors are referred in particular to those
sections of the CREST Manual concerning practical limitations of the CREST
system and timings.
(h) Incorrect or Incomplete applications
If a USE instruction includes a CREST payment for an incorrect sum, the Company,
through Computershare, reserves the right:
(i) to reject the application in full and refund the payment
to the CREST member in question;
(ii) in the case that an insufficient sum is paid, to treat
the application as a valid application for such lesser whole number of New
Ordinary Shares as would be able to be applied for with that payment at the
Issue Price, refunding any unutilised sum to the CREST member in question; and
(iii) in the case that an excess sum is paid, to treat the
application as a valid application for all the New Ordinary Shares referred to
in the USE instruction, refunding any unutilised sum to the CREST member in
question.
(i) Effect of valid application
A CREST member who makes or is treated as making a valid application in
accordance with the above procedures will thereby:
(i) pay the amount payable on application in accordance with
the above procedures by means of a CREST payment in accordance with the CREST
payment arrangements (it being acknowledged that the payment to Computershare's
payment bank in accordance with the CREST payment arrangements shall, to the
extent of the payment, discharge in full the obligation of the CREST member to
pay to the Company the amount payable on application);
(ii) request that the New Ordinary Shares to which he will
become entitled be issued to him on the terms set out in this document and
subject to the constitutional documents of the Company;
(iii) agree that all applications and contracts resulting
therefrom under the Offer shall be governed by, and construed in accordance
with, the laws of England;
(iv) represent and warrant that he is not, and nor is he
applying on behalf of any Qualifying Shareholder, who is a citizen or resident
or which is a corporation, partnership or other entity created or organised in
or under any laws of any Excluded Territory and he is not applying with a view
to reoffering, reselling, transferring or delivering any of the New Ordinary
Shares which are the subject of this application to, or for the benefit of, a
Qualifying Shareholder who is a citizen or resident or which is a corporation,
partnership or other entity created or organised in or under any laws of any
Excluded Territory except where proof satisfactory to the Company has been
provided to the Company that he is able to accept the invitation by the Company
free of any requirement which it (in its absolute discretion) regards as unduly
burdensome, nor acting on behalf of any such person on a non discretionary basis
nor (a) person(s) otherwise prevented by legal or regulatory restrictions from
applying for New Ordinary Shares under the Offer;
(v) represent and warrant that he is not and nor is he
applying as nominee or agent for, a person who is or may be liable to notify and
account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the
increased rates referred to in Section 93 (depository receipts) or Section 96
(clearance services) of the Finance Act 1986;
(vi) confirm that in making such application he is not relying
on any information in relation to the Company other than that contained in the
Chairman's letter of 4 March 2008, this document and the Application Forms and
agrees that no person responsible solely or jointly for this document or any
part thereof or involved in the preparation thereof, shall have any liability
for any such other information and further agree that having had the opportunity
to read this document, he will be deemed to have had notice of all the
information concerning the Company contained therein; and
(vii) represent and warrant that he is the Qualifying
Shareholder originally entitled to the Offer Entitlements or that he has
received such Offer Entitlements by virtue of a bona fide market claim.
(j) Company's discretion as to the rejection and validity of applications
The Company may in its sole discretion:
(i) treat as valid (and binding on the CREST member
concerned) an application which does not comply in all respects with the
requirements as to validity set out or referred to in this letter;
(ii) accept an alternative properly authenticated
dematerialised instruction from a CREST member or (where applicable) a CREST
sponsor as constituting a valid application in substitution for or in addition
to a USE instruction and subject to such further terms and conditions as the
Company may determine;
(iii) treat a properly authenticated dematerialised instruction
(in this sub-paragraph the "first instruction") as not constituting a valid
application if, at the time at which Computershare receives a properly
authenticated dematerialised instruction giving details of the first instruction
or thereafter, either the Company or Computershare have received actual notice
from Euroclear of any of the matters specified in Regulation 35(5)(a) of the
Euroclear Regulations in relation to the first instruction. These matters
include notice that any information contained in the first instruction was
incorrect or notice of lack of authority to send the first instruction; and
(iv) accept an alternative instruction or notification from a
CREST member or CREST sponsored member or (where applicable) a CREST sponsor, or
extend the time for settlement of a USE instruction or any alternative
instruction or notification, in the event that, for reasons or due to
circumstances outside the control of any CREST member or CREST sponsored member
or (where applicable) CREST sponsor, the CREST member or CREST sponsored member
is unable validly to apply for New Ordinary Shares by means of the above
procedures. In normal circumstances, this discretion is only likely to be
exercised in the event of any interruption, failure or breakdown of CREST (or
any part of CREST) or on the part of the facilities and/or systems operated by
Computershare in connection with CREST.
(k) Application procedures for Excess Shares for Qualifying CREST Shareholders
Qualifying CREST Holders wishing to apply for Excess Shares should complete the
Blue Application Form in accordance with the instructions printed on it.
Completed Blue Application Forms should be posted in the accompanying reply-paid
envelope (for use only in the UK) to Computershare Investor Services PLC,
Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol BS99 6AH
(who will act as the UK Receiving Agent in relation to the Offer), with a cheque
or banker's draft drawn in Sterling on a bank or building society in the UK
which is either a member of the Cheque and Credit Clearing Company Limited or
the CHAPS Clearing Company Limited or which has arranged for its cheques or
banker's drafts to be cleared through the facilities provided for members of any
of those companies. Such cheques or banker's drafts must bear the appropriate
sort code in the top right-hand corner and must be for the full amount payable
on application.
Applications must be received by the Company (at the address detailed above) no
later than 10.30 am (UK time) and 12.30 pm (Cypriot time), on 14 April 2008,
after which time Blue Application Forms will not be valid. Once submitted,
applications are irrevocable. If a Blue Application Form is being sent by post
in the UK, Qualifying Shareholders are recommended to allow at least four
working days for delivery.
Cheques should be made payable to "The Royal Bank of Scotland plc re: Teleset
Networks Public Company Limited Offer" and crossed "A/C Payee Only". It is a
condition of application that cheques will be honoured on first presentation and
the Company may in its absolute discretion elect not to treat as valid any
application in respect of which a cheque is not so honoured.
The Company may in its sole discretion, but shall not be obliged to, treat a
Blue Application Form as valid and binding on the person by whom or on whose
behalf it is lodged, even if not completed in accordance with the relevant
instructions or not accompanied by a valid power of attorney where required, or
if it otherwise does not strictly comply with the terms and conditions of the
Offer. The Company further reserves the right (but shall not be obliged) to
accept either:
(i) Blue Application Forms received after 10.30 am
(UK time) and 12.30 pm (Cypriot time) on 14 April 2008 or;
(ii) applications in respect of which remittances
are received before 10.30 a.m. (UK time) and 12.30 pm (Cypriot time) on 14 April
2008 from authorised persons (as defined in Financial Services and Materials Act
2000) specifying the New Ordinary Shares applied for and undertaking to lodge
the Blue Application Form in due course but, in any event, within two Business
Days. Multiple applications will not be accepted.
Cheques and banker's drafts are liable to be presented for payment upon receipt.
If they are presented before the conditions of the Offer are fulfilled, the
application monies will be kept in a separate bank account until the conditions
are fully met. If the conditions of the Offer are not fulfilled on or before
8.00 a.m. (UK time) and 10.00 a.m. (Cypriot time) on 30 April 2008, the Offer
will lapse and all application monies will be returned without interest by
crossed cheque in favour of the first named applicant through the post at the
risk of the applicant(s) as soon as is practicable after that date. Interest
earned on monies held in the separate bank account will be retained for the
benefit of the Company.
Cheques, which must be drawn on the personal account where you have sole or
joint title to the funds, should be made payable to "The Royal Bank of Scotland
Plc re: Teleset Networks Public Company Limited". Third party cheques (other
than building society cheques or banker's drafts where the building society or
bank has confirmed that you have title to the underlying funds), will not be
accepted. Payments must be made by cheque or banker's draft in Pounds Sterling
drawn on a branch in the United Kingdom of a bank or building society which is
either a settlement member of the Cheque and Credit Clearing Company Limited or
the CHAPS Clearing Company Limited or which has arranged for its cheques to be
cleared through the facilities provided for the members of any of those
companies and must bear the appropriate sort code in the top right-hand corner.
Cheques may be cashed immediately upon receipt. Post-dated cheques will not,
save with the Company's consent be accepted.
(l) Effect of Application for Excess Shares
All documents and remittances sent by post by or to an applicant (or as the
applicant may direct) will be sent at the applicant's own risk. By completing
and delivering a Blue Application Form the applicant:
(a) agrees that all applications under the Offer
and contracts resulting therefrom, shall be governed by and construed in
accordance with the laws of England;
(b) confirms that in making the application the
applicant is not relying on any information or representation other than that
contained in the Chairman's letter of 4 March 2008, this document and the Blue
Application Form, and the applicant accordingly agrees that no person
responsible solely or jointly for this document or any part thereof shall have
any liability for any such information or representation not so contained and
further agrees that having had the opportunity to read this document, he will be
deemed to have had notice of all information contained in this document;
(c) requests that the New Ordinary Shares, to
which he will become entitled, be issued to him on the terms set out in this
document, subject to the constitutional documents of the Company;
(d) represents and warrants that he is not, nor is
he applying on behalf of any Qualifying Shareholder who is, a citizen or
resident or which is a corporation, partnership or other entity created or
organised in or under any laws of any of the Excluded Territories and he is not
applying with a view to reoffering, re-selling, transferring or delivering any
of the New Ordinary Shares which are the subject of his application to, or for
the benefit of, a Qualifying Shareholder who is a citizen or resident or which
is a corporation, partnership or other entity created or organised in or under
any laws of the Excluded Territories;
(e) represents and warrants that he is not and nor
is he applying as nominee or agent for, a person who is or may be liable to
notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at
any of the increased rates referred to in section 93 (depository receipts) or
section 96 (clearance services) of the Finance Act 1986.
All enquiries in connection with the procedure for application and completion of
the Blue Application Form should be addressed to Computershare Investor Services
PLC, Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol BS99
6AH (Telephone 0870 707 1523, or if calling from overseas +44 870 707 1523).
Please note that Computershare cannot provide financial advice on the merits of
the Offer or as to whether applicants should take up their Offer Entitlements.
Qualifying Shareholders who do not wish to apply for the New Ordinary Shares
under the Offer should take no action and should not complete or return any
Application Form. Shareholders are, however, encouraged to vote at the
Extraordinary General Meeting by completing and returning the Form of Proxy
previously sent on 4 March 2008.
5 Money laundering regulations
5.1 Holders of Application Forms
It is a term of the Offer that, to ensure compliance with the Money Laundering
Regulations 2003 (as amended and supplemented), Computershare or the Company's
Secretary may at their absolute discretion require verification of identity from
any person lodging an Application Form (the "applicant") including, without
limitation, any applicant who (i) tenders payment by way of cheque or banker's
draft drawn on an account in the name of a person or persons other than the
applicant, or (ii) appears to Computershare or the Company's Secretary to be
acting on behalf of some other person. In the former case, verification of the
identity of the applicant may be required. In the latter case, verification of
the identity of any person on whose behalf the applicant appears to be acting
may be required.
The verification of identity requirements will not usually apply:
(i) if the applicant is an organisation required to comply
with the Money Laundering Directive (the Council Directive on prevention of the
use of the financial system, for the purpose of money laundering (no.91/308/
EEC));
(ii) if the applicant (not being an applicant who delivers his
application in person) makes payment by way of a cheque drawn on an account in
the applicant's name; or
(iii) if the aggregate subscription price for the New Ordinary
Shares is less than �9,000 or its equivalent.
In other cases the verification of identity requirements, may apply.
Satisfaction of these requirements may be facilitated in the following ways:
(a) Payments must be made by cheque or bankers' draft in
pounds sterling drawn on a branch in the United Kingdom of a bank or building
society which is either a member of the Cheque and Credit Clearing Company
Limited or the CHAPS Clearing Company Limited or which has arranged for its
cheques or bankers drafts' to be cleared through the facilities provided for
members of any of these companies. Such cheques or bankers' drafts must bear the
appropriate sort code in the top right hand corner. Cheques, which must be drawn
on the personal account of the individual investor where they have a sole or
joint title to the funds, should be payable to "The Royal Bank of Scotland plc
re; Teleset Networks Public Company Limited Offer" and crossed "A/C Payee Only".
Third party cheques will not be accepted with the exception of building society
cheques or bankers drafts where the building society or Bank has confirmed the
name of the account holder by stamping endorsing the cheque/bankers' draft to
such effect.
(b) The account name should be the same as that shown on the
application;
(c) if the Application Form is lodged with payment by an agent
which is an organisation of the kind referred to in (I) above or which is
subject to anti-money laundering regulation in a country which is a member of
the Financial Action Task Force (the non-European Union members of which are
Argentina, Australia, Brazil, Canada, Gibraltar, Hong Kong, Iceland, Japan,
Mexico, New Zealand, Norway, Russian Federation, Singapore, South Africa,
Turkey, UK Crown Dependencies and the United States and, by virtue of their
membership of the Gulf Co-operation Council, Bahrain, Kuwait, Oman, Qatar, Saudi
Arabia and the United Arab Emirates), the agent should provide with the
Application Form written confirmation that it has that status and that it has
obtained and recorded evidence of the identity of the person for whom it acts
and that it will on demand make such evidence available to Computershare or the
Company's Secretary. If the agent is not such an organisation, it should contact
Computershare or the Company's Secretary at the address set out in this
document.
If you deliver your Application Form personally by hand, you should ensure that
you have with you evidence of identity bearing your photograph (for example your
passport). lf, within a reasonable period of time following a request for
verification of identity, and in any case by no later than 10.30 am (UK time)
and 12.30 pm (Cypriot time), on 14 April 2008, Computershare or the Company's
Secretary have not received evidence satisfactory to them as aforesaid,
Computershare or the Company's Secretary may, at their discretion reject the
relevant application, in which event the monies submitted in respect of that
application will be returned without interest to the account at the drawee bank
from which such monies were originally debited (without prejudice to the rights
of the Company to undertake proceedings to recover monies in respect of the loss
suffered by it as a result of the failure to produce satisfactory evidence as
aforesaid).
5.2 Offer Entitlements In CREST
If you hold your Offer Entitlements in CREST and apply for New Ordinary Shares
in respect of all or some of your Offer Entitlements as agent for one or more
persons and you are not a UK or EU regulated person or institution (e.g. a UK
financial institution), then, irrespective of the value of the application,
Computershare is obliged to take reasonable measures to establish the identity
of the person or persons on whose behalf you are making the application. You
must therefore contact Computershare before sending any USE or other instruction
so that appropriate measures may be taken.
Submission of a USE instruction which on its settlement constitutes a valid
application as described above constitutes a warranty and undertaking by the
applicant to provide promptly to Computershare such information as may be
specified by Computershare as being required for the purposes of the Money
Laundering Regulations. Pending the provision of evidence satisfactory to
Computershare as to identity, Computershare may in its absolute discretion take,
or omit to take, such action as it may determine to prevent or delay issue of
the New Ordinary Shares concerned. If satisfactory evidence of identity has not
been provided within a reasonable time, then the application for the New
Ordinary Shares represented by the USE instruction will not be valid. This is
without prejudice to the right of the Company to take proceedings to recover any
loss suffered by it as a result of failure to provide satisfactory evidence.
6 Overseas Shareholders
The distribution of this document and making of the Offer to persons who are
resident in, or citizens of, or which are corporations, partnerships or other
entities created or organised under the laws of countries other than the United
Kingdom or Cyprus or to persons who are nominees of or custodian trustees or
guardians for citizens, residents in or nationals of, countries other than the
United Kingdom or Cyprus may be affected by the laws or regulatory requirements
of the relevant jurisdictions.
Overseas Shareholders should consult their professional advisers as to whether
they require any governmental or other consents or need to observe any
applicable legal requirement to enable them to take up the New Ordinary Shares
under the Offer. Except as otherwise provided herein, no person receiving a copy
of this document and/or an Application Form in a territory other than the United
Kingdom or Cyprus may treat the same as constituting an invitation or offer to
him/her, nor should he/she in any event use any such Application Form unless, in
the relevant territory such an offer or invitation can lawfully be made to him
on the Application Form without contravention of any legislation or other local
regulatory requirements.
Receipt of this document and/or Application Form does not constitute an
invitation or offer to Overseas Shareholders in any Excluded Territory or any
other territory in which it would be unlawful to make an invitation or offer and
in such circumstances this document and/or the Application Form is for
information only. It is the responsibility of any person receiving a copy of
this document and/or an Application Form outside the United Kingdom or Cyprus
wishing to apply for New Ordinary Shares to satisfy himself/herself as to the
full observance of the laws of the relevant territory in connection therewith,
including obtaining any governmental or other consents which may be required,
observing any other formalities needing to be observed in such territory and
paying any issue, transfer or other taxes in such territory. Persons (including,
without limitation, nominees and trustees) receiving a copy of this document and
/or an Application Form in connection with the Offer must not distribute or send
either of those documents in or into any Excluded Territory. If a copy of this
document and/or an Application Form is received by a person in any Excluded
Territory or by his/her agent or nominee of such a person, he/she must not seek
to take up the New Ordinary Shares under the Offer. Any person who does forward
a copy of this document and/or an Application Form into any prohibited
territory, whether pursuant to a contractual or legal obligation or otherwise,
should draw the attention of the recipient to the contents of this letter and
specifically the contents of this paragraph 6.
The Company reserves the right to reject Application Forms received from
Shareholders in any Excluded Territory or from persons it believes are acquiring
New Ordinary Shares for resale in any such territory or whose application under
the Offer may, in the Company's opinion, violate applicable legal or regulatory
requirements. A Qualifying Shareholder who is in any doubt as to his/her
position should consult an appropriate professional adviser without delay.
In particular, Qualifying Shareholders note the following:
(a) United States
As neither the New Ordinary Shares, the Offer Entitlements or the Application
Form are being registered under the Securities Act or under any relevant
securities laws of any other state of the United States, the New Ordinary Shares
are not being offered in or for purchase by any US person (as defined in
Regulation S promulgated under the Securities Act) pursuant to the Offer. The
Offer is not being made in or into the United States. Applications from any US
person and Application Forms mailed from the United States of America and
Application Forms which do not include a warranty that the applicant is not a US
person, will be deemed to be invalid. No Application Form will be sent to and no
Offer Entitlements will be credited to a stock account in CREST of any
Qualifying Shareholder whose registered address is in the United States. If any
Application Form is received from a Qualifying Shareholder whose registered
address is outside the United States but who is in fact a US person, he/she
should not apply under the Offer.
For the purposes of this document and the Application Form, "US person" means a
citizen or resident of the United States including the estate of any such person
or any corporation, partnership or other entity created or organised under the
laws of the United States or any political sub-division thereof.
(b) Canada
The relevant exemptions are not being obtained from the appropriate provincial
authorities in Canada. Accordingly, the New Ordinary Shares are not being
offered for purchase by persons resident in Canada or any territory or
possessions thereof. Applications from any Canadian person who appears to be or
whom the Company has reason to believe to be so resident or the agent of any
person so resident will be deemed to be invalid. No Application Form will be
sent to and no Offer Entitlements will be credited to a stock account in CREST
of any Qualifying Shareholder whose registered address is in Canada. If any
Application Form is received by any Qualifying Shareholder whose registered
address is elsewhere but who is in fact a Canadian person or the agent of a
Canadian person so resident, he/she should not apply under the Offer.
In this document and in the Application Form "Canada" means Canada, its
territories and possessions and all other areas subject to its jurisdiction. For
the purposes of this document and the Application Form, "Canadian person" means
a citizen or resident of Canada including the estate of any such person or any
corporation, partnership or other entity created or organised under the laws of
Canada or any political sub-division thereof.
(c) Australia
Neither this document nor an Application Form in relation to the New Ordinary
Shares has been lodged with, or registered by, the Australian Securities and
Investments Commission. A person may not: (i) directly or indirectly offer for
subscription or purchase or issue an invitation to subscribe for or buy or sell,
the New Ordinary Shares; or (ii) distribute any draft or definitive document in
relation to any such offer, invitation or sale in the Commonwealth of Australia,
its states, territories or possessions ("Australia") or to any resident of
Australia (including corporations and other entities organised under the laws of
Australia but not including a permanent establishment of such a corporation or
entity located outside Australia). Accordingly, neither this document nor any
Application Form will be issued to and no Offer Entitlements will be credited to
a stock account in CREST of Qualifying Shareholders with registered addresses
in, or to residents of, Australia.
(d) Japan
No document in relation to the New Ordinary Shares has been or will be lodged
with or registered by the Japanese Ministry of Finance and no steps have been
taken to enable the New Ordinary Shares to be offered, sold, accepted or
otherwise delivered in Japan in compliance with applicable laws of Japan. The
New Ordinary Shares may, therefore, not be offered, sold, accepted or otherwise
delivered, directly or indirectly within Japan. The Offer is not being made in
Japan, its territories and possessions or any areas subject to its jurisdiction
("Japan"). Neither the Application Form nor the New Ordinary Shares have been or
will be available for subscription or purchase by any person resident in Japan.
Holders of Existing Shares with registered addresses in Japan will not be
Qualifying Shareholders and an Application Form will not be sent to such persons
and no Offer Entitlements will be credited to stock accounts in CREST of such
persons.
(e) South Africa
No Application Form in relation to the New Ordinary Shares is being sent to and
no Offer Entitlements will be credited to stock accounts in CREST of Qualifying
Shareholders with registered addresses in, and the New Ordinary Shares may not
be offered, sold or delivered in, South Africa. Accordingly, no offer of New
Ordinary Shares is being made under this document, or the Application Form, to
Qualifying Shareholders with registered addresses in, or to residents of, South
Africa. The Company reserves the right to reject any Application Form which
appears to the Company or its agents to have been executed in or despatched from
South Africa or which provides an address in South Africa for delivery of
definitive share certificates for New Ordinary Shares.
(f) Other overseas territories
Qualifying Shareholders resident in other overseas territories should consult
appropriate professional advisers as to whether they require any governmental or
other consents or need to observe any further formalities to enable them to
apply for any New Ordinary Shares under the Offer.
7 Admission, settlement and dealings
Application will be made for the New Ordinary Shares to be admitted to trading
on AIM. It is expected that Admission will become effective and that dealings in
the New Ordinary Shares, fully paid, will commence at 8.00 a.m. (UK time) and
10.00 a.m. (Cypriot time) on 15 April 2008.
Although this letter refers to New Ordinary Shares being issued and held in
uncertificated form, Qualifying Shareholders should note that New Ordinary
Shares themselves cannot be held or transferred in CREST, and from Admission
interests in such shares will be held and transferred pursuant to the depositary
interest arrangement previously established by the Company. Computershare,
acting as depositary, will issue depositary interests in respect of the
underlying New Ordinary Shares which will be independent securities constituted
under English law, have the same ISIN as the underlying New Ordinary Share, and
are issued pursuant to a deed poll entered into by Computershare which governs
the relationship between it and the holders of the depositary interests.
Offer Entitlements held in CREST are expected to be disabled in all respects
after 10.30 am (UK time) and 12.30 pm (Cypriot time) on 14 April 2008 (the
latest date for applications under the Offer). If the conditions to the Offer
described above are satisfied, New Ordinary Shares will be issued in
uncertificated form to those persons who submitted a valid application for New
Ordinary Shares by utilising the CREST application procedures and whose
applications have been accepted by the Company on the day on which such
conditions are satisfied (expected to be 14 April 2008). On this day,
Computershare will instruct Euroclear to credit the appropriate stock accounts
of such persons with such persons' entitlements to New Ordinary Shares with
effect from Admission. The stock accounts to be credited will be accounts under
the same participant lDs and member account IDs in respect of which the USE
instruction was given.
Notwithstanding any other provision of this document, the Company reserves the
right to send you a White Application Form instead of crediting the relevant
stock account with Offer Entitlements, and to allot and/or issue any New
Ordinary Shares in certificated form. In normal circumstances, this right is
only likely to be exercised in the event of any interruption, failure or
breakdown of CREST (or of any part of CREST) or on the part of the facilities
and/or systems operated by Computershare in connection with CREST.
For Qualifying non-CREST Shareholders who have applied by using a White
Application Form, share certificates in respect of the New Ordinary Shares
validly applied for are expected to be despatched by post by 22 April 2008. No
temporary documents of title will be issued and, pending the issue of definitive
certificates, transfers will be certified against the register. All documents or
remittances sent by or to applicants or as they may direct, will be sent through
the post at their own risk. For more information as to the procedure for
application, Qualifying non-CREST Shareholders are referred to the White
Application Form.
8 UK and Cypriot taxation
Qualifying Shareholders who are in any doubt as to their tax position in
relation to taking up their entitlements under the Offer should immediately
consult a suitable professional adviser.
Yours faithfully
......................................
Constantinos Tsaggaris
AAA Regent Consultants Limited
Company Secretary
Definitions
Admission admission of the New Ordinary Shares to trading on AIM
AIM the market of that name operated by the London Stock
Exchange
Application Forms the White Application Form and the Blue Application
Form
Blue Application Form the personalised blue application form on which
Qualifying CREST Shareholders may apply for Excess
Shares
Board the board of directors of the Company
Business Day any day on which banks in London and Cyprus are
generally open for the transaction of business other
than a Saturday, Sunday or public holiday
Company Teleset Networks Public Company Limited
Computershare Computershare Investor Services PLC
CREST the relevant system (as defined in the Euroclear
Regulations) in respect of which Euroclear is the Operator
(as defined in the Euroclear Regulations)
Euroclear Euroclear UK and Ireland Limited
Euroclear Regulations the undertificated Securitas Regulations 2001 (SI 2001
No. 3755) as amended from time to time
Excess Shares New Ordinary Shares to which all Qualifying
Shareholders are entitled to subscribe under the
pre-emptive offer but which are not taken up and are
therefore available to those Qualifying Shareholders
who have taken up their pre-emptive entitlement in
full
Excluded Territories United States, Canada, Japan, Malaysia, New Zealand,
South Africa, Australia and any other jurisdiction
where the extension or availability of the Offer (and
any other transaction contemplated thereby) would
breach any applicable law
Existing Shares ordinary shares of Euro0.02 each in the capital of the
Company at the date of this document
Issue Price 25 pence for each New Ordinary Shares
London Stock Exchange London Stock Exchange plc
New Ordinary Shares the 2,000,000 ordinary shares of Euro0.02 each in the
capital of the Company being made available to
Qualifying Shareholders under the Offer
Offer the conditional offer by the Company to Qualifying
Shareholders to apply to acquire the New Ordinary
Shares at the Issue Price, on the terms and conditions
described in this letter and the Application Forms
Offer Entitlement an entitlement to apply to subscribe for New Ordinary
Shares pursuant to the Offer
Overseas Shareholders Qualifying Shareholders with registered addresses in,
or who are citizens, residents or nationals of, any
Excluded Territory
Qualifying CREST Qualifying Shareholders whose interests in Existing
Shareholders Shares on the Register at the Record Date are in
uncertificated form
Qualifying non-CREST Qualifying Shareholders whose interests in Existing
Shareholders Shares on the Register at the Record Date are in
certificated form
Qualifying holders of Existing Shares on the Register at the
Shareholders Record Date other than certain Overseas Shareholders
Receiving Agent Computershare Investor Services PLC or the Company's
Secretary, as the context requires
Record Date the close of business in London on 26 February 2008
Register the Company's statutory register of members
Regulatory Information one of the regulatory information services authorized
Service by the United Kingdom Listing Authority to receive,
process and disseminate regulatory information from
companies
Securityholder The Qualifying Shareholder named in the Application
Form
White Application the personalised white application form on which
Form Qualifying non-CREST Shareholders may apply for New
Ordinary Shares under the Open Offer
This information is provided by RNS
The company news service from the London Stock Exchange
END
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