06 January 2003
6 January 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Recommended cash offer by Investec Investment Banking on behalf of MetaSolv
Holdings (UK) Limited, a wholly owned subsidiary of MetaSolv, Inc., for
Orchestream Holdings plc
Levels of acceptances and extension of the Offer
MetaSolv Holdings (UK) Limited ('MetaSolv UK') announces that, as at 3.00 p.m.
on 3 January 2003, being the first closing date of the Offer, valid acceptances
of the Offer had been received in respect of a total of 64,180,721 Ordinary
Shares representing approximately 48.7 per cent. of the issued ordinary share
capital of Orchestream Holdings plc ('Orchestream').
Prior to making the Offer, MetaSolv UK received irrevocable undertakings to
accept the Offer from the directors of Orchestream (in relation to themselves,
their immediate families and related trusts) and certain other Orchestream
Shareholders in respect of a total of 44,500,686 Orchestream Ordinary Shares,
representing approximately 33.8 per cent. of the issued ordinary share capital
of Orchestream. As at 3.00 p.m. on 3 January 2003, valid acceptances in respect
of a total of 36,651,212 Ordinary Shares, representing approximately 27.8 per
cent. of the issued ordinary share capital of Orchestream, had been received
pursuant to these undertakings and are included in the valid acceptances above.
The balance of the irrevocable undertakings are expected to be received shortly.
The Offer has been extended for 14 days and will remain open for acceptance
until 3.00 p.m. on 17 January 2003.
Orchestream Shareholders who have not yet accepted the Offer, and wish so to do,
should despatch their Forms of Acceptance as soon as possible.
Save as disclosed above, (a) neither MetaSolv UK nor any person deemed to be
acting in concert with MetaSolv UK for the purpose of the Offer owned or
controlled any Orchestream Ordinary Shares, or any rights over such Orchestream
Ordinary Shares immediately prior to 24 October 2002, being the commencement of
the Offer Period; and (b) neither MetaSolv UK nor any person deemed to be acting
in concert with MetaSolv UK for the purpose of the Offer has acquired or agreed
to acquire any Orchestream Ordinary Shares (or rights over Orchestream Ordinary
Shares) during the Offer Period.
The expressions used in this announcement, unless the context otherwise
requires, bear the same meaning as in the Offer Document dated 12 December 2002.
MetaSolv, Inc. and MetaSolv UK +1 972 403 8300
Glenn Etherington, Chief Financial Officer
Investec Investment Banking +44 (0)20 7597 5970
(Financial adviser to MetaSolv, Inc. and MetaSolv UK)
Jagjit Mundi, Managing Director
Lee Aston, Associate Director
The MetaSolv UK Directors and the MetaSolv Directors accept responsibility for
the information contained in this announcement. To the best of the knowledge and
belief of such persons (who have taken all reasonable care to ensure that such
is the case), the information contained herein for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Investec Investment Banking, a division of Investec Bank (UK) Limited, which is
regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for MetaSolv and MetaSolv UK and no-one else in connection with the
Offer and will not be responsible to anyone other than MetaSolv and MetaSolv UK
for providing the protections afforded to clients of Investec Investment Banking
or for giving advice in relation to the Offer.
The Offer is not being made, directly or indirectly, in or into the United
States, or by use of the mails, or by any means or instrumentality of interstate
or foreign commerce, or any facility of a national securities exchange, of the
United States (or any area subject to its jurisdiction or any political
subdivision thereof), nor is it being made in Canada, Australia or Japan.
Accordingly, copies of this announcement are not being and must not be mailed or
otherwise distributed or sent in, into or from the United States, Canada,
Australia or Japan and persons receiving this announcement (including
custodians, nominees and trustees) must not distribute or send it in, into or
from the United States, Canada, Australia or Japan.
This information is provided by RNS
The company news service from the London Stock Exchange