31 January 2011
For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO OR FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
Recommended Cash Acquisition (the "Acquisition")
Forte Bidco 1 Limited
(an indirect wholly-owned subsidiary of BMG RM Investments Luxembourg S.à.r.l.,
a joint venture between Bertelsmann A.G. and certain funds
advised by Kohlberg Kravis Roberts & Co. L.P.)
The Company announces that on the 28 January 2011 Jeremy Lascelles and Andy Mollett, each a director of the Company, transferred their holdings of ordinary shares of 2p each ("Ordinary Shares") to, in the case of Jeremy Lascelles 13,623 Ordinary Shares to his wife Catherine Lascelles and, in the case of Andy Mollett 69,999 Ordinary Shares to his wife Jenny Mollett and 1 Ordinary Share to Forte Bidco 2 Limited, all of which were undertaken for nil consideration with the exception of Andy Mollett's transfer to Forte Bidco 2 Limited which was undertaken for a total consideration of £1.60.
Following such transfer Jeremy Lascelles continues to have an interest in 13,623 Ordinary Shares representing 0.02% of the existing issued ordinary share capital of the Company, Andy Mollett continues to have an interest in 69,999 Ordinary Shares representing 0.10% of the existing issued ordinary share capital of the Company and Forte Bidco 2 Limited holds 1 Ordinary Share.
The transaction with Mrs Lascelles and Mrs Mollett was undertaken in accordance with the arrangements and undertakings previously agreed with Forte Bidco 1 Limited ("Bidco") an indirect wholly-owned subsidiary of BMG RM Investments Luxembourg S.a.r.l., a joint venture between Bertelsmann A.G. and certain funds).
In accordance with such arrangements, each of Mrs Lascelles and Mrs Mollett entered into new irrevocable undertakings in relation to the full holding of Ordinary Shares set out above. These irrevocable undertakings were given on substantially the same terms as those given by Mr Lascelles and Mr Mollett (summarised in full in the circular sent to the Company's shareholders on 18 December 2010 in relation to the scheme of arrangement proposed therein) save that the irrevocable undertakings do not require Mrs Lascelles and Mrs Mollett to vote in favour of shareholder resolutions to approve the scheme of arrangement. Such resolutions were passed at the Court Meeting and General Meeting of the Company held on 11 January 2011.
The irrevocable undertakings described herein are given in substitution for and not in addition to the irrevocable undertakings previously given by Mr Lascelles and Mr Mollett in relation to the Ordinary Shares previously held by them. As such, following the transfer and the entry by Mrs Lascelles and Mrs Mollett into new irrevocable undertakings, the total number of Ordinary Shares, in respect of which irrevocable undertakings have been recieved by Bidco, remains unchanged from that summarised in the 18 December 2010 shareholder circular.
Forte Bidco 2 Limited is also an indirect wholly-owned subsidiary of BMG RM Investments Luxembourg S.a.r.l.. The ordinary share that has been transferred by Mr Mollett to Forte Bidco 2 Limited has been transferred to meet the technical requirements of the scheme of arrangement to be entered into by the Company with its shareholders in connection with the Acquisition.
BMG Telephone: +49 (0) 30 300 133 340
Hartwig Masuch (Chief Executive Officer, BMG GmbH)
Kay Krafft (Chief Investment Officer, BMG GmbH)
Citi Telephone: +44 (0) 20 7986 4000
(Sole Financial Adviser and Corporate Broker to BMG and Bidco)
Simon Alexander (corporate broking)
Finsbury Telephone: +44 (0) 20 7251 3801
(PR Adviser to BMG)
Chrysalis Telephone: +44 (0) 20 7465 6327
Chris Wright (Chairman)
Jeremy Lascelles (Group Chief Executive)
Andy Mollett (Chief Financial Officer)
Jefferies Telephone: +44 (0) 20 7029 8000
(Sole Financial Adviser to Chrysalis)
Investec Telephone: +44 (0) 20 7597 5970
(Corporate Broker to Chrysalis)
Brunswick Telephone: +44 (0) 20 7404 5959
(PR Adviser to Chrysalis)
This announcement does not constitute or form any part of an offer or invitation to sell or purchase any securities or the solicitation of an offer to buy any securities or the solicitation of any vote of approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition has been made solely by means of the Scheme Document and the form of proxy accompanying the Scheme Document, which contains the full terms and conditions of the Acquisition. Chrysalis Shareholders are advised to read this announcement in conjunction with the formal documentation in relation to the Acquisition carefully. This announcement and all other materials related to the Acquisition are solely directed to existing Chrysalis Shareholders.
On the Effective Date, the Scheme will be binding on each Chrysalis Shareholder and all Chrysalis Shares will be cancelled in accordance with the Scheme, irrespective of whether any such Chrysalis Shareholder has attended or voted at the Court Meeting or General Meeting.
Citi, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for BMG and Bidco and no one else in relation to the matters referred to in this announcement and will not be responsible to anyone other than BMG and Bidco for providing the protections afforded to clients of Citi nor for providing advice in relation to these matters, the content of this announcement or any matter referred to herein.
Jefferies, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Chrysalis and no one else in relation to the matters referred to in this announcement and will not be responsible to anyone other than Chrysalis for providing the protections afforded to clients of Jefferies nor for providing advice in relation to these matters, the content of this announcement or any matter referred to herein.
The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
Copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.
The Acquisition is subject to the applicable rules and regulations of the UK Listing Authority, the London Stock Exchange and the Code.
Notice to US holders of Chrysalis Shares
US holders of Chrysalis Shares should note that the Scheme relates to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the Exchange Act and will be governed by English law. Accordingly, neither the proxy solicitation nor the tender offer rules under the 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 in the Scheme Document will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the accounting standards applicable to financial statements of US companies. If Bidco exercises its right to implement the acquisition of the Chrysalis Shares by way of a takeover offer, the offer will be made in compliance with applicable US securities laws and regulations.
Forward looking statements
It is possible that this announcement could or may contain forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. Reliance should not be placed on any such statements because, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and BMG, Bidco and Chrysalis' plans and objectives, to differ materially from those expressed or implied in the forward-looking statements. None of BMG, Bidco nor Chrysalis undertake to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any 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 per cent. 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. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should consult the Panel's website above and/or contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.