Financial Express (Holdings) Limited (“we”, “our”, “us” and derivatives) are committed to protecting and respecting your privacy. This Privacy Policy, together with our Terms of Use, sets out the basis on which any personal data that we collect from you, or that you provide to us, will be processed by us relating to your use of any of the below websites (“sites”).

  • FEAnalytics.com
  • FEInvest.net
  • FETransmission.com
  • Investegate.co.uk
  • Trustnet.hk
  • Trustnetoffshore.com
  • Trustnetmiddleeast.com

For the purposes of the Data Protection Act 1998, the data controller is Trustnet Limited of 2nd Floor, Golden House, 30 Great Pulteney Street, London, W1F 9NN. Our nominated representative for the purpose of this Act is Kirsty Witter.

WHAT INFORMATION DO WE COLLECT ABOUT YOU?

We collect information about you when you register with us or use any of our websites / services. Part of the registration process may include entering personal details & details of your investments.

We may collect information about your computer, including where available your operating system, browser version, domain name and IP address and details of the website that you came from, in order to improve this site.

You confirm that all information you supply is accurate.

COOKIES

In order to provide personalised services to and analyse site traffic, we may use a cookie file which is stored on your browser or the hard drive of your computer. Some of the cookies we use are essential for the sites to operate and may be used to deliver you different content, depending on the type of investor you are.

You can block cookies by activating the setting on your browser which allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or part of our sites. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies as soon as you visit our sites.

HOW WE USE INFORMATION

We store and use information you provide as follows:

  • to present content effectively;
  • to provide you with information, products or services that you request from us or which may interest you, tailored to your specific interests, where you have consented to be contacted for such purposes;
  • to carry out our obligations arising from any contracts between you and us;
  • to enable you to participate in interactive features of our service, when you choose to do so;
  • to notify you about changes to our service;
  • to improve our content by tracking group information that describes the habits, usage, patterns and demographics of our customers.

We may also send you emails to provide information and keep you up to date with developments on our sites. It is our policy to have instructions on how to unsubscribe so that you will not receive any future e-mails. You can change your e-mail address at any time.

In order to provide support on the usage of our tools, our support team need access to all information provided in relation to the tool.

We will not disclose your name, email address or postal address or any data that could identify you to any third party without first receiving your permission.

However, you agree that we may disclose to any regulatory authority to which we are subject and to any investment exchange on which we may deal or to its related clearing house (or to investigators, inspectors or agents appointed by them), or to any person empowered to require such information by or under any legal enactment, any information they may request or require relating to you, or if relevant, any of your clients.

You agree that we may pass on information obtained under Money Laundering legislation as we consider necessary to comply with reporting requirements under such legislation.

ACCESS TO YOUR INFORMATION AND CORRECTION

We want to ensure that the personal information we hold about you is accurate and up to date. You may ask us to correct or remove information that is inaccurate.

You have the right under data protection legislation to access information held about you. If you wish to receive a copy of any personal information we hold, please write to us at 3rd Floor, Hollywood House, Church Street East, Woking, GU21 6HJ. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.

WHERE WE STORE YOUR PERSONAL DATA

The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff may be engaged in, amongst other things, the provision of support services. By submitting your personal data, you agree to this transfer, storing and processing. We will take all steps reasonably necessary, including the use of encryption, to ensure that your data is treated securely and in accordance with this privacy policy.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our sites; any transmission is at your own risk. You will not hold us responsible for any breach of security unless we have been negligent or in wilful default.

CHANGES TO OUR PRIVACY POLICY

Any changes we make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail.

OTHER WEBSITES

Our sites contain links to other websites. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

CONTACT

If you want more information or have any questions or comments relating to our privacy policy please email [email protected] in the first instance.

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Wednesday 17 December, 2008

Constellation Inc.

Letter posted to shareholders

RNS Number : 3238K
Constellation Software Inc.
17 December 2008
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO  

17 December 2008


For Immediate Release  




Cash Offer

by

Constellation Software Inc.

for the entire issued and to be issued ordinary share capital of

Gladstone plc 


Posting of Letter to Gladstone Shareholders


 

  • Constellation is today posting a letter to Gladstone shareholders confirming that the Offer of 25 pence per Gladstone share will not be increased (provided that Constellation reserve the right to increase its Offer in the event that a competitive situation arises).
  • Constellation is also confirming that the final closing date for the Offer is 1.00 pm Tuesday 30 December 2008, although if the Offer is declared unconditional as to acceptances on 30 December 2008, the Offer will remain open for acceptances for not less than a further 14 days (provided that Constellation reserves the right to extend its Offer in the event that a competitive situation arises). 
  • In the letter Constellation reminds Gladstone shareholders that the Gladstone Board has made many assertions about the future of Gladstone, but Constellation believes that they have contained little of substanceIn particular, Constellation believes that the Gladstone Board has failed to provide Gladstone shareholders with any quantitative assessment of what the future might hold. In particular the Gladstone Board has:
  • made NO forecast for profits in the future

  • given NO quantitative assessment of the future trading potential that will result from its 'significant investment programme'

  • given NO quantitative support to its statement that 'Gladstone has excellent growth prospects'

  • given NO specific timing for the commencement of dividend payments

  • produced NO details about any possible alternative offer for Gladstone


  • Gladstone shareholders are reminded that:

    • Constellation's Offer represents a premium of 33.3 per cent. to the Closing Price of Gladstone shares of 18.75 pence on 10 October 2008 (the day before the Offer Period commenced); and 

    • since the announcement of the Offer the FTSE - AIM All Share Index has fallen by over 23 per cent.

  • Gladstone shareholders who want to accept the Offer should complete the Form of Acceptance and send this together with their share certificates to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, so as to be received as soon as possible and, in any event, by no later than 1.00pm on 30 December 2008. The procedure for acceptance is set out in paragraph 13 of the letter from Constellation contained in the Offer Document dated 31 October 2008
  • Copies of the Offer Document and the Form of Acceptance will be available for inspection, free of charge, during normal business hours on any business day at the offices of Fox Williams LLP at Ten Dominion Street London EC2M 2EE while the Offer remains open for acceptance.
  • Herax Partners is acting as financial adviser to Constellation.
  • Terms defined in the Offer Document dated 31 October 2008 have the same meaning in this announcement, unless the context requires otherwise.


Enquiries:


Constellation Software Inc.


John Billowits (Chief Financial Officer)                                               Tel: +1 416 861 0630


Herax Partners (Financial Adviser to Constellation)


Angus MacPherson                                                                         Tel: +44 (0) 20 7355 9980

Andres Reig-Schmidt


Bankside (Public Relations Adviser to Constellation)


Simon Bloomfield                                                                           Tel: +44 (0) 20 7367 8888

Andy Harris

                     


Appendix I contains the sources and bases of information used in this Announcement.


The contents of this Announcement, which has been prepared by and is the sole responsibility of Constellation, have been approved by Herax Partners solely for the purposes of section 21 of the Financial Services and Markets Act 2000. Herax Partners, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for Constellation and no one else in connection with the Offer and will not be responsible to anyone other than Constellation for providing the protections afforded to clients of Herax Partners nor for providing advice in relation to the Offer, the content of this Announcement or any other matter or arrangement referred to herein.


The full terms of and conditions to the Offer are set out in the Offer Document and the Form of Acceptance. In deciding whether or not to accept the Offer, Gladstone shareholders should rely solely on the information contained in, and follow the procedures set out in, the Offer Document and Form of Acceptance.


THE ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THE ANNOUNCEMENT IN ANY JURISDICTION, IN CONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT.


Unless otherwise determined by Constellation and subject to any dispensation required from the Panel, the Offer will not be made, directly or indirectly, in or into or by the use of mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) or interstate or foreign commerce of, or through any facilities of a national securities exchange of any Restricted Jurisdiction, and the Offer, when made, should not be accepted by any such use, means, instrumentality or facilities from or within any Restricted Jurisdiction. Accordingly, copies of the Announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent, into or from any Restricted Jurisdiction and persons receiving the Announcement (including, without limitation custodians, nominees and trustees) should observe these restrictions and not mail or otherwise forward, distribute or send it in, into or from any Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Notwithstanding the foregoing, Constellation will retain the right to permit the Offer to be accepted and any sale of securities pursuant to the Offer to be completed if, in its sole discretion, it is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation.  


The Constellation Directors accept responsibility for the information contained in this Announcement, save that the only responsibility accepted by them in respect of information in this Announcement relating to Gladstone, which has been compiled from public sources, is to ensure that such information has been correctly and fairly reproduced and presented. Subject to the above, to the best of the knowledge and belief of the Constellation Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. 


Further Information on the Offer

No offer will be made for the Gladstone Deferred Shares as there is no requirement under the City Code for such an offer to be made. Accordingly the Gladstone Deferred Shares shall not be taken into account for the purposes of the acceptance condition in Rule 10 of the City Code.


The availability of the Offer to Gladstone shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Gladstone shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.


This Announcement has been prepared for the purposes of complying with English law and the City Code and information disclosed may not be the same as that which would have been disclosed if this summary and the Announcement had been prepared in accordance with the laws of jurisdictions outside England.


The Offer will be subject to the applicable rules and regulations of the Financial Services Authority, the London Stock Exchange and the City Code.


Forward Looking Statements 

The Announcement, including information included or incorporated by reference in the Announcement, may contain 'forward-looking statements' concerning Gladstone and Constellation. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements. Constellation assumes no obligation and does not intend to update these forward-looking statements, except as required pursuant to applicable law.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Gladstone, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Gladstone, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.


Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Gladstone by Constellation or by Gladstone, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.


'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.


Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8 of the Code, you should contact an independent financial adviser authorised under FSMA or consult the Panel's website or contact the Panel on telephone number +44 (0)20 7638 0129.





  APPENDIX I 
Bases and Sources 

Unless otherwise stated in this Announcement


   (a)      the value attributed to the existing issued and to be issued share capital of Gladstone is based upon the 
           48,065,384 Gladstone shares being in issue as confirmed by Gladstone's correction statement in accordance
          with Rule 2.10 of the City Code dated 14 October 2008 (RNS Number: 7822F) and on all outstanding options 
          and awards granted under the Gladstone Employee Share Schemes which have an exercise price per 
          Gladstone share lower than the Offer Price having been exercised;

(b)    all prices quoted for Gladstone shares are Closing Prices, as derived from the AIM Appendix of the Daily Official List;
(c)    values calculated by reference to the FTSE AIM - All Share indices have been sourced from the London Stock Exchange as at 10 October 2008 and 16 December 2008.




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