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 publishing@financialexpress.net in the first instance.

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Spice PLC (SPI)

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Thursday 11 November, 2010

Spice PLC

Results of Court and General

RNS Number : 0284W
Spice PLC
11 November 2010
 



Not for release, publication or distribution, in whole or in part, directly or indirectly, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

 

11 November 2010

 

 

The following amendment has been made to the 'Results of Court Meeting and General Meeting' announcement released on 4 November 2010 under RNS No 6593V.

 

Spice plc

 

Results of Court Meeting and General Meeting (Correction)

 

The dates, as set out in the paragraph entitled "Next Steps" of the announcement made on 4 November 2010 should have read "30 November 2010" (not 1 December 2010) for the last day for dealings in Spice Shares and "1 December 2010" (not 30 November 2010) for the Court Hearing to confirm the Capital Reduction, such corrected dates being the indicative dates set out in the Scheme Document dated 11 October 2010. The paragraph entitled "Next Steps" of the announcement made on 4 November 2010 should therefore have read as follows:

 

"Completion of the Acquisition remains subject to the satisfaction or, if permitted, waiver of the remaining conditions of the Scheme set out in the Scheme Document including, inter alia, the sanction of the Scheme by the Court and the Capital Reduction.  The Court Hearings to sanction the Scheme and confirm the Capital Reduction are expected to take place on 24 November 2010 and 1 December 2010 respectively. Subject to the Court sanctioning the Scheme and confirming the Capital Reduction on the aforementioned date, it is expected that the last day for dealings in Spice Shares will be 30 November 2010 and the Scheme will become effective on 2 December 2010.  If the Scheme becomes effective on 2 December 2010, it is expected that the admission to trading of the Spice Shares on the London Stock Exchange's main market for listed securities and the listing of the Spice Shares on the Official List will be cancelled by no later than 8:00am on 6 December 2010.

 

The dates stated above are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the associated Capital Reduction and the date on which the conditions set out in Part III of the Scheme Document are satisfied or (if capable of waiver) waived. If any of the expected dates change, Spice will, unless the Panel otherwise directs, give notice of the change by issuing an announcement through a Regulatory Information Service.

 

All references in this announcement are to London time.

 

Terms defined in the Scheme Document dated 11 October 2010 have the same meaning in this announcement, save where the context otherwise requires".

 

Enquiries

 

Cilantro Acquisitions                      

Tel: +44 (20) 7661 3333

Pascal Heberling

 

Yalin Karadogan

 

 

 

Altium (financial adviser to Cilantro Acquisitions)

Tel: + 44 (20) 7484 4040

Stephen Georgiadis

 

Sam Fuller

 

 

 

Investec (financial adviser to Cilantro Acquisitions)

Tel: +44 (20) 7597 5970

Charles Batten

 

James Rudd

 

 

 

HSBC Bank plc (financial adviser to Cilantro Acquisitions)

Tel: +44 (20) 7991 8888

James Pincus

 

 

 

Tulchan Communications (PR adviser    
to Cinven and Cilantro Acquisitions)      

Tel: +44 (20) 7353 4200

James Bradley

 

Peter Hewer

 

 

 

Spice                                                 

Tel: +44 (11) 3 201 2120

Martin Towers (Chief Executive)

 

Oliver Lightowlers (Group Finance Director)

 

 

 

Hawkpoint (financial adviser to Spice)

Tel: +44 (20) 7665 4500

Chris Robinson

 

Christopher Kemball

 

Serge Rissi

 

 

 

KBC Peel Hunt (broker to Spice)          



 

Tel: +44 (20) 7418 8900

Julian Blunt

 

Simon Brown

 

 

 

Financial Dynamics (PR adviser to Spice)

Tel: +44 (20) 7831 3113 

Billy Clegg

 

Caroline Stewart

 

 

This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Spice in any jurisdiction in contravention of applicable law.  The Acquisition will be made solely through the Scheme Document, which contains the full terms and conditions of the Acquisition.  Any acceptance or other response to the Acquisition should be made only on the basis of information in the Scheme Document or any other document by which the Acquisition is made.

 

Altium, Investec and HSBC Bank plc, each of which are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for Cinven and Cilantro Acquisitions and for no one else in connection with the Acquisition and will not be responsible to anyone other than Cinven or Cilantro Acquisitions for providing the protections afforded to clients of Altium and/or Investec and/or HSBC Bank plc (as applicable) nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

 

Hawkpoint Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Spice plc and for no one else in connection with the Acquisition and will not be responsible to anyone other than Spice plc for providing the protections afforded to clients of Hawkpoint Partners Limited nor for providing advice in relation to the Acquisition or any matter referred to in this announcement.

 

KBC Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as corporate broker for Spice and for no one else in connection with the Acquisition and will not be responsible to anyone other than Spice for providing the protections afforded to clients of KBC Peel Hunt nor for providing advice in relation to the Acquisition or any matter referred to in this announcement.

 

The availability of the Acquisition to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens.  Persons who are not resident in the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions.  Further details in relation to overseas shareholders will be contained in the Scheme Document.

 

Notice to US holders of Spice Shares

The Scheme relates to the shares of an English company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act and will be governed by English law.  Neither the proxy solicitation rules nor the tender offer rules under the US Exchange Act will apply to the Scheme.  Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules.  Financial information included or referred to in this announcement or the Scheme Document, or which may be incorporated by reference into the Scheme Document, has been or will have been prepared in accordance with International Financial Reporting Standards that may not be comparable to the accounting standards applicable to financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.  If Cilantro Acquisitions elects to implement the acquisition of the Spice Shares by way of an Offer, the Offer will be made in compliance with applicable US tender offer and securities laws and regulations.

 

Spice and Cilantro Acquisitions are each organised under the laws of England. Some or all of the officers and directors of Spice and Cilantro Acquisitions are residents of countries other than the United States. It may not be possible to sue Spice and Cilantro Acquisitions in a non-US court for violations of US securities laws.  It may be difficult to compel Spice, Cilantro Acquisitions and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

 

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Cilantro Acquisitions or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase Spice Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn.  These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.  Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/pricesnews/home.htm.

 

Overseas Shareholders

 

The availability of the Acquisition or the distribution of this announcement to Spice Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction.  Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.  Spice Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

 

Forward-looking statements

This announcement, oral statements made regarding the Acquisition and other information published by Cilantro Acquisitions or Spice may contain certain statements that are or may be forward-looking.  These statements are based on the current expectations of the management of Cilantro Acquisitions and/or Spice (as applicable) and are naturally subject to uncertainty and changes in circumstances.  The forward-looking statements contained herein may include statements about the expected effects of the Acquisition, the expected timing and scope of the Acquisition, anticipated earnings enhancements, estimated cost savings and other synergies, costs to be incurred in achieving synergies, potential disposals and other strategic options and all other statements in this announcement other than historical facts.  Forward-looking statements include, without limitation, statements that typically contain words such as: "will", "may", "should", "could", "continue", "believes", "expects", "intends", "estimates", "anticipates", "aims", "targets", "plans" and "forecasts" or words of similar import.  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 ability of the person making the statement to control or estimate precisely, such as future market conditions and the behaviour of other market participants.  Other unknown or unpredictable factors could also cause actual results to differ materially from those in the forward looking statements.  Therefore investors should not place undue reliance on such statements as a prediction of actual results.  Cilantro Acquisitions  and Spice assume no obligation and do not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as required pursuant to applicable law.

 

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper offeror.  An "Opening Position Disclosure" by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an "Opening Position Disclosure" must instead make a "Dealing Disclosure".

 

Under Rule 8.3(b) of the 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 paper offeror must make a "Dealing Disclosure" if the person deals in any "relevant securities" of the offeree company or of any paper 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 paper offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code.  A "Dealing Disclosure" by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (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 paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

 

"Opening Position Disclosures" must also be made by the offeree company and by any paper offeror and "Dealing Disclosures" must also be made by the offeree company, by any paper offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

 

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.  If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

 

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 at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0)20 7638 0129.

 

Publication on website

In accordance with Rule 19.11 of the Code, a copy of this announcement will be available free of charge on Spice's website at www.spiceplc.com by no later than 5.00 p.m. on 12 November 2010.

 


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