Offer for Autologic Holdings plc

Companies

Esken Limited (ESKN)

UK 100

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Name	Number of Autologic Shares	% of Autologic Shares in issue
Artemis Investment Management LLP	9,239,024	14.8
Schroder Investment Management Limited	6,170,978	9.9
TOTAL	15,410,002	24.8

"Acquisition"	the proposed acquisition by Stobart Holdings of the entire issued and to be issued share capital of Autologic to be implemented by means of the Scheme or, should Stobart so elect, by means of a Takeover Offer;
"AIM"	AIM, a market operated by London Stock Exchange plc;
"Authorisations"	regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals;
"Autologic"	Autologic Holdings plc;
"Autologic Directors"	the directors of Autologic;
"Autologic Group"	Autologic and its subsidiary undertakings and, where the context permits, each of them;
"Autologic Shareholders"	the holders of Autologic Shares;
"Autologic Shares"	the existing unconditionally allotted or issued and fully paid ordinary shares of 0.1 pence each in the capital of Autologic and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes effective;
"Autologic Share Plan"	the Autologic Executive Share Option Scheme 2009;
"Business Day"	a day (other than Saturdays, Sundays and public holidays in the UK) on which banks are open for business in London;
"Canaccord"	Canaccord Genuity Limited;
"Cenkos"	Cenkos Securities plc;
"City Code"	the City Code on Takeovers and Mergers;
"Closing Price"	the closing middle market price of a Autologic Share on a particular trading day as derived from the London Stock Exchange Daily Official List;
"Companies Act"	the UK Companies Act 2006, as amended from time to time;
"Conditions"	the conditions to the implementation of the Offer, as set out in Appendix I to this announcement and to be set out in the Scheme Document;
"Confidentiality Agreement"	the confidentiality agreement dated 11 May 2012 between Stobart and Autologic;
"Court"	the High Court of Justice in England and Wales;
"Court Hearing"	the hearing by the Court of the application for sanction of the Scheme and confirmation of the Reduction of Capital;
"Court Meeting"	the meeting of Scheme Shareholders to be convened pursuant to an order of the Court under Part 26 of the Companies Act for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment), including any adjournment thereof;
"Court Order(s)"	the order(s) of the Court sanctioning the Scheme and confirming the related Reduction of Capital;
"CREST"	the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear UK and Ireland Limited;
"Dealing Disclosure"	has the same meaning as in Rule 8 of the City Code;
"Disclosed"	information disclosed: (i) in the annual report and accounts of Autologic for the financial year ended 30 December 2011;(ii) in this announcement; (iii) in any other announcement made to a Regulatory Information Service by or on behalf of Autologic on or before 5.00 p.m. on the Business Day prior to the date of this announcement; or (iv) fairly to Stobart or its advisers by Autologic (in sufficient detail to allow Stobart to identify the nature and scope of the relevant fact, matter or circumstance) on or before 5.00 p.m. on the Business Day prior to the date of this announcement;
"Effective Date"	the date on which the Scheme becomes effective pursuant to its terms;
"Euroclear"	Euroclear UK and Ireland Limited;
"Forms of Proxy"	the forms of proxy for use at the Court Meeting and the General Meeting;
"FSA" or "Financial Services Authority"	the Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000;
"General Meeting"	the general meeting of Autologic Shareholders (including any adjournment thereof) to be convened in connection with the Scheme;
"Holder"	a registered holder including a person entitled by transmission;
"IFRS"	International Financial Reporting Standards;
"Kinmont"	Kinmont Advisory Limited;
"Listing Rules"	the rules and regulations made by the Financial Services Authority in its capacity as the UKLA under the Financial Services and Markets Act 2000, and contained in the UKLA's publication of the same name;
"London Stock Exchange"	London Stock Exchange plc;
"New Autologic Shares"	the new ordinary shares of 0.1p each in the capital of Autologic to be issued and allotted credited as fully paid to Stobart in accordance with the Scheme;
"Offer"	the recommended cash offer being made by Stobart to acquire the entire issued and to be issued ordinary share capital of Autologic to be effected by means of the Scheme and, where the context admits, any subsequent revision, variation, extension or renewal thereof;
"Offer Period"	the offer period (as defined by the City Code) relating to Autologic, which commenced on 24 May 2012;
"Offer Price"	20 pence in cash for each Autologic Share;
"Official List"	the Official List maintained by the UKLA;
"Opening Position Disclosure"	has the same meaning as in Rule 8 of the City Code;
"Overseas Shareholders"	Autologic Shareholders (or nominees of, or custodians or trustees for Autologic Shareholders) not resident in, or nationals or citizens of the United Kingdom;
"Panel"	the Panel on Takeovers and Mergers;
"Reduction of Capital"	the proposed reduction of the share capital of Autologic under section 641 of the Companies Act by the cancellation of the Scheme Shares to be effected as part of the Scheme;
"Registrar of Companies"	the Registrar of Companies in England and Wales;
"Regulatory Information Service"	any of the services set out in Appendix III to the Listing Rules;
"Restricted Jurisdiction"	any jurisdiction where extension or acceptance of the Offer would violate the law of that jurisdiction;
"Scheme"	the proposed scheme of arrangement under Part 26 of the Companies Act between Autologic and the Scheme Shareholders in connection with the Offer, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Stobart and Autologic;
"Scheme Document"	the document to be sent to Scheme Shareholders containing, amongst other things, the Scheme, the notices convening the Court Meeting and the General Meeting and the further particulars required by the Companies Act;
"Scheme Record Time "	6.00 p.m. on the Business Day immediately preceding the date of the Court Hearing;
"Scheme Shareholders"		holders of Scheme Shares, and a "Scheme Shareholder" shall mean any one of those Scheme Shareholders;
"Scheme Shares"		all Autologic Shares which are: (a) in issue at the date of the Scheme Document; (b) (if any) issued after the date of the Scheme Document but before the Voting Record Time; and (c) (if any) issued at or after the Voting Record Time but at or before the Scheme Record Time either on terms that the original or any subsequent Holders thereof are to be bound by the Scheme or in respect of which such Holders have agreed in writing to be so bound, excluding, in any case, any Autologic Shares held by or on behalf of Stobart as at the Scheme Record Time;
"Significant Interest"	in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking;
"Statement of Capital"	the statement of capital approved by the Court showing, with respect to Autologic's capital, as altered by the Court Order, the information required by section 649 of the Companies Act;
"Stobart"	Stobart Group Limited;
"Stobart Directors"	the directors of Stobart;
"Stobart Group"	Stobart and its subsidiary undertakings and, where the context permits, each of them;
"Stobart Holdings"	Stobart Holdings Limited, (registered number of 7246663), a wholly owned subsidiary of Stobart;
"Takeover Offer"	should Stobart elect to make the Offer by way of a contractual takeover offer (as such term is defined in section 974 of the Companies Act), the takeover offer to be made by Stobart to acquire the entire issued and to be issued share capital of Autologic;
"Third Party"	for the purpose of Appendix I only, each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction;
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland;
"UKLA"	UK Listing Authority;
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof;
"Voting Record Time"	6.00 p.m. on the day which is two Business Days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two Business Days before the day of such adjourned Court Meeting;
"Wider Autologic Group"	Autologic and associated undertakings and any other body corporate, partnership, joint venture or person in which Autologic and such undertakings (aggregating their interests) have a Significant Interest; and
"Wider Stobart Group"	Stobart and associated undertakings and any other body corporate, partnership, joint venture or person in which Stobart and all such undertakings (aggregating their interests) have a Significant Interest.