PROMETHEAN WORLD PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE IT WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION
For immediate release
17 September 2015
RECOMMENDED CASH OFFER
for
PROMETHEAN WORLD PLC
by
DIGITAL TRAIN LIMITED
an indirect non wholly-owned subsidiary of
NETDRAGON WEBSOFT INC.
Unconditional announcement, notice of delisting, cancellation of trading of Promethean Shares and launch of compulsory acquisition procedure
On 10 July 2015, the Boards of NetDragon Websoft Inc. ('NetDragon') and Promethean World plc ('Promethean') announced that they had reached agreement on the terms of a recommended cash offer to be made by Digital Train Limited ('Digital Train'), an indirect non wholly-owned subsidiary of NetDragon, for the entire issued and to be issued ordinary share capital of Promethean (the 'Offer'). The full terms and conditions and the procedures for acceptance of the Offer are set out in the offer document which was published and sent to Promethean Shareholders by Digital Train on 6 August 2015 (the 'Offer Document'). On 7 September 2015, NetDragon announced that the Offer had become unconditional as to acceptances.
NetDragon is pleased to announce that a resolution approving the Offer was passed by the NetDragon Shareholders at the NetDragon General Meeting held in Hong Kong earlier today, meaning that the Condition relating to NetDragon Shareholder approval has now been satisfied. As the Acceptance Condition had previously been satisfied and no other Conditions to the Offer remain outstanding, the Offer is now unconditional in all respects.
The Offer will remain open for acceptance until 1.00 p.m. (London time) on 1 October 2015.
The chairman of Promethean, Philip Rowley, and the non-executive directors of Promethean, Graham Howe, Lord Puttnam, Jackie Yeaney and Judy Verses, have today all resigned as directors of Promethean with immediate effect.
Delisting, cancellation of trading and re-registration
As set out in the Offer Document, as the Offer has become unconditional in all respects and Digital Train has acquired Promethean Shares representing more than 75 per cent. of the voting rights of Promethean, Digital Train intends to procure the making of an application by Promethean for cancellation, respectively, of the trading in Promethean Shares on the London Stock Exchange's main market for listed securities (the 'Main Market') and of the listing of the Promethean Shares on the Official List.
The cancellation of listing of Promethean Shares on the Official List and admission to trading of Promethean Shares on the Main Market is expected to take effect on or around 16 October 2015. Such cancellation and admission to trading will significantly reduce the liquidity and marketability of any Promethean Shares and/or Promethean Shares held in uncertificated form not assented to the Offer.
Once such cancellation and admission to trading occurs, Promethean will be re-registered as a private company under the relevant provisions of the Companies Act.
Compulsory acquisition
As set out in the Offer Document, as NetDragon and Digital Train have received acceptances under the Offer in respect of more than 90 per cent. of the existing issued ordinary share capital of Promethean by nominal value and voting rights attached to such shares, Digital Train will now commence the procedures available to it under sections 974 to 991 (inclusive) of the Companies Act to acquire compulsorily any remaining Promethean Shares to which the Offer relates on the same terms as the Offer. Notice will be sent to non-accepting shareholders informing them of the compulsory acquisition of their Promethean Shares by Digital Train.
Level of acceptances
As at 3.00 p.m. (London time) on 16 September 2015, NetDragon and Digital Train have received valid acceptances of the Offer in respect of 194,850,329 Promethean Shares, representing 95.88 per cent. of the existing issued ordinary share capital of Promethean.
Actions to be taken
Settlement of the consideration due to Promethean Shareholders who have provided valid and complete acceptances under the Offer by 1.00 p.m. (UK time) on 17 September 2015 will be despatched (or in respect of Promethean Shares held in uncertificated form, credited through CREST) not later than 14 days from the date of this announcement. The consideration due to Promethean Shareholders who provide valid and complete acceptances under the Offer after the date of this announcement will be dispatched (or in respect of Promethean Shares held in uncertificated form, credited through CREST) within 14 days of the date on which such acceptances are received or, in the case of electronic acceptances, made.
Promethean Shareholders who have not yet accepted the Offer are encouraged to do so without delay in accordance with the following procedures:
If you hold Promethean Shares in certificated form:If you hold your Promethean Shares, or any of them, in certificated form (that is, NOT in CREST), to accept the Offer in respect of those Promethean Shares, you should complete, sign and return the Form of Acceptance along with your valid share certificate(s) and/or any other relevant documents of title as soon as possible, so as to be received by post or by hand (during normal business hours only) to the Receiving Agent, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. Further details on the procedures for acceptance of the Offer if you hold any of your Promethean Shares in certificated form are set out in paragraph 16.1 of Part 2 of the Offer Document and in the Form of Acceptance.
If you hold Promethean Share in uncertificated form:If you hold your Promethean Shares, or any of them, in uncertificated form (that is, in CREST), to accept the Offer in respect of those Promethean Shares, you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible. Further details on the procedures for acceptance of the Offer if you hold any of your Promethean Shares in uncertificated form are set out in paragraph 16.2 of Part 2 of the Offer Document. If you hold your Promethean Shares as a CREST sponsored member, you should refer acceptance of the Offer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.
Promethean Shareholders who do not accept the Offer will have their Promethean Shares compulsorily acquired but will have to wait for the Companies Act process to conclude before receiving their consideration.
If a Promethean Shareholder requires assistance in completing their Form of Acceptance (or wish to obtain an additional Form of Acceptance), or have questions in relation to making an electronic acceptance, please contact the Receiving Agent, Equiniti Limited, on 0871 384 2412 from within the UK or on +44 121 415 0845 if calling from outside the UK. Calls to the 0871 384 2412 number cost 8 pence per minute (excluding VAT), plus network extras. Lines are open 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.
Full details on how to accept the Offer are set out in the Offer Document, a copy of which is available on Promethean's website at http://www.prometheanworld.com and on NetDragon's website athttp://ir.netdragon.com/.
Unless stated otherwise, terms used in this announcement have the meanings given to them in the Offer Document.
Enquiries:
NetDragon and Digital Train
Simon Leung, Vice Chairman +852 285 078 28
Ben Yam, Chief Financial Officer
VSA Capital (financial adviser to NetDragon and Digital Train)
Andrew Raca +44 (0)203 005 5000
James Asensio
Promethean
Philip Rowley, Chairman +44 (0)1254 298 598
Jim Marshall, Chief Executive Officer
Important notices relating to financial advisers
VSA Capital, which is regulated by the Financial Conduct Authority in the UK, is acting exclusively for NetDragon and Digital Train and no one else in connection with the Offer and will not be responsible to anyone other than NetDragon or Digital Train for providing protections afforded to its clients or providing advice in relation to the Offer or any other matter referred to in this announcement.
Further information
This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents.
This announcement does not constitute a prospectus or prospectus equivalent document.
This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange, the Listing Rules 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 and regulations of any jurisdiction outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or the United States and the ability of Promethean Shareholders who are not resident in the United Kingdom or the United States to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the United States or Promethean Shareholders who are not resident in the United Kingdom or the United States will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility for liability for the violation of such restrictions by any person.
The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction, unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
Noticeto US holders of Promethean Shares
The Offer is being made for the securities of an English company with a listing on the London Stock Exchange. The Offer is subject to UK disclosure requirements, which are different from certain United States disclosure requirements. The financial information on Promethean, NetDragon and Digital Train included in this announcement, if any, has been prepared in accordance with IFRS, thusneithermay be comparable to financial information of US companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The Offer is being made in the United States pursuant to the applicable US tender offer rules and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the Offer by a US holder of Promethean Shares may be a taxable transaction forUSfederal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Promethean Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Offer.
The Offer will be made in the United States by Digital Train and no one else. Neither VSA Capital nor any of their respective affiliates, will be making the Offer in the United States.
It may be difficult for US holders of Promethean Shares to enforce their rights and any claim arising out of the US federal securities laws since NetDragon, Digital Train and Promethean areincorporatedunderthe laws of countries other than the United States and some or all of their officers and directors are residents of non-US jurisdictions. In addition, a substantial amount of Promethean's assets are located outside the United States. US holders of Promethean Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
To the extent permitted by applicable law, in accordance with normal UK market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, NetDragon, Digital Train or their nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchasesof, or arrangements to purchase, shares or other securities in Promethean, other than pursuant to the Offer, at any time before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in privatetransactionsat negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code, the rules of the London Stock Exchange and Rule 14e-5 under the US Exchange Act to the extent applicable. To the extent required by applicable law (including the Code), any information about such purchases will be disclosed on a next day basis to thePaneland a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.
Publication on website
This announcement will be made available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, on NetDragon's website at http://ir.netdragon.com/ and on Promethean's website at http://www.prometheanworld.com/ by no later than 12 noon on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of such websites are not incorporated into, and do not form part of, this announcement.
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