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4 February 2008 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Recommended cash offer by Angus Newco Limited for Inspicio plc Offer declared wholly unconditional Further to the Offer made on 13 December 2007 by Angus Newco Limited ("Angus Newco") to acquire the entire issued and to be issued share capital of Inspicio plc ("Inspicio"), Angus Newco is pleased to declare the Offer wholly unconditional having received all necessary competition clearances. As announced on 18 January 2008, the Offer has been extended and will remain open for acceptance until further notice. Settlement of the consideration under the Offer in respect of acceptances received, complete in all respects, prior to the date of this announcement is expected to be effected on 15 February 2008. As at 1.00 p.m. (London time) on 1 February 2008, Valid Acceptances of the Offer had been received in respect of a total of 70,877,095 Inspicio Shares, representing approximately 69.76 per cent. of the existing issued share capital of Inspicio ("Valid Acceptances"). Furthermore, as at 1.00 p.m. (London time) on 1 February 2008, Angus Newco held 24,000,000 Inspicio Shares, representing approximately 23.62 per cent. of the existing issued share capital of Inspicio. These Inspicio Shares were acquired by Angus Newco on 14 December 2007, and include 6,613,636 Inspicio Shares, representing 6.51 per cent. of the existing issued share capital of Inspicio, acquired from Cycladic Capital LLP, who had given Angus Newco a non-binding letter of intent to accept the Offer. Accordingly, as at 1.00 p.m. (London time) on 1 February 2008, Angus Newco held, or had received Valid Acceptances in respect of, an aggregate of 94,877,095 Inspicio Shares, representing approximately 93.38 per cent. of the existing issued share capital of Inspicio. Of the Valid Acceptances, acceptances relating to an aggregate of 998,344 Inspicio Shares, representing approximately 0.98 per cent. of the existing issued share capital of Inspicio, had been received from persons acting in concert with Angus Newco. On the basis of information available from acceptances, and confirmations received by Angus Newco from those Inspicio Shareholders who gave either an irrevocable undertaking or a non-binding letter of intent to accept the Offer, of the Valid Acceptances: • an aggregate of 6,026,304 Inspicio Shares, representing approximately 5.93 per cent. of the existing issued share capital of Inspicio, were subject to irrevocable undertakings to accept the Offer procured by Angus Newco prior to the announcement of the Offer; and • an aggregate of 9,187,145 Inspicio Shares, representing approximately 9.04 per cent. of the existing issued share capital of Inspicio, were subject to non-binding letters of intent to accept the Offer procured by Angus Newco prior to the announcement of the Offer. Full details of the irrevocable commitments are set out on the Offer Document dated 13 December 2007. Valid Acceptances have now been received pursuant to all these irrevocable undertakings. Since Angus Newco has received Valid Acceptances of the Offer in respect of, or has otherwise acquired since making the Offer, Inspicio Shares representing not less than 90 per cent in value of the shares to which the Offer relates and not less than 90 per cent of the voting rights carried by the shares to which the Offer relates, Angus Newco is entitled to exercise rights pursuant to section 979 of the Companies Act 2006 to acquire compulsorily all of the Inspicio Shares in respect of which Valid Acceptances of the Offer have not been received. Accordingly, compulsory acquisition notices will be dispatched shortly to the holders of Inspicio Shares who have not yet validly accepted the Offer. Angus Newco intends to procure the making of an application by Inspicio to AIM for the cancellation of the admission of the Inspicio shares to AIM and it is anticipated that the cancellation of the admission of Inspicio shares to AIM will take effect no earlier than the expiry of 20 business days after the date of this announcement. Details of the interests in Inspicio Shares of persons acting in concert with Angus Newco are set out in the Appendix to this announcement. Save as set out in this announcement (including the Appendix), neither Angus Newco nor, so far as Angus Newco is aware, any person acting or deemed to be acting in concert with Angus Newco has any interest in any Inspicio Shares or in any securities convertible or exchangeable into Inspicio Shares ("Relevant Inspicio Securities") or has any rights to subscribe for Relevant Inspicio Securities or holds any short position in relation to Relevant Inspicio Securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, or has borrowed or lent any Relevant Inspicio Securities (save for borrowed Inspicio Shares which have been either on-lent or sold). Inspicio Shareholders who wish to accept the Offer, but have not yet done so, are strongly encouraged (in the case of Inspicio Shares which are not held in CREST) to complete and return a Form of Acceptance, or in the case of Inspicio Shares in uncertificated form (that is, in CREST), to take the actions set out in paragraph 17 of the letter from Angus Newco in Part 2 of the Offer Document, in each case as soon as possible. For the full statement click here. --Ends-- |