Hartfield Securities Plc
LSE : HASP

May 20, 2011 03:00 ET

Hartfield Securities PLC - Offer update

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO  OR
FROM  ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS  OF
SUCH JURISDICTION

20 May 2011
                                                
                                                   
                                         Recommended offer by
                                                   
                                       Hartfield Securities PLC
            To acquire the entire issued and to be issued share capital of Ceres Media plc
                                                   
                                             Offer update
                                                   
Introduction

On  17 March 2011, Hartfield Securities PLC ("Hartfield") announced its intention to make an offer for
the  entire issued and to be issued share capital of Ceres Media plc (the "Offer"). The full terms and
conditions  of  the  Offer and the procedures for acceptance were set out in the offer  document  (the
"Offer Document") issued to the shareholders of Ceres Media plc on 14 April 2011.

Acceptance levels

Further to the announcement made on 6 May regarding acceptance levels on the first closing date of the
Offer, and the extension of the Offer, Hartfield announces that as at 3.00 p.m. on 19 May 2011,  being
the extended closing date of the Offer, valid acceptances of the Offer had been received in respect of
14,090,593 Ceres Shares representing approximately 93.16%.

Extension of the Offer

The  Offer, which remains subject to the terms and conditions set out in the Offer Document, is  being
extended and will remain open for acceptance until the next closing date which will be 3.00 p.m. on  6
June 2011.

Ceres  Shareholders who have not yet accepted the Offer are urged to do so by completing and returning
the  Form of Acceptance, which accompanied the Offer Document (together with share certificate(s)  and
any  other  document(s)  of title), so as to be received by SLC Registrars Limited  at  Thames  House,
Portsmouth Road, Esher, Surrey, KT10 9AD by no later than 3.00 p.m. on 6 June 2011.

Additional  Forms  of Acceptance are available from SLC Registrars Limited by telephone  on  +44(0)137
246308 between 9.00 a.m. and 5.30 p.m., Monday to Friday (excluding UK public holidays).

The Directors of Hartfield Securities Plc accept responsibility for this announcement.

Settlement of consideration

Settlement of the consideration due in respect of the Offer will be effected on or before 23 May  2011
for  Ceres Shareholders who validly accepted the Offer by the First Closing date. Settlement for Ceres
Shareholders  who  validly accept the Offer 5 May onwards will be effected  within  fourteen  days  of
receipt of their valid acceptance.

Squeeze-Out

Hartfield  intends to acquire compulsorily any Ceres Shares in respect of which it  has  not  received
acceptances.

The  compulsory acquisition will involve Hartfield applying the "squeeze-out" provisions  set  out  in
sections  979 to 991 (inclusive) of the Companies Act 2006 which permit the compulsory acquisition  of
the remaining shares in a company by a purchaser (on the same terms as the Offer) once it has acquired
not less than 90 per cent. in value of the shares to which the Offer relates.

Publication on websites

In  accordance  with  Rule  19.11  of the City Code, a copy of this  announcement  and  certain  other
information  published  or  otherwise made available in connection with  the  Offer  is  and  will  be
available for inspection free of charge, subject to certain restrictions relating to persons  resident
in Restricted Jurisdictions, on Ceres' website (http://www.ceresmediaplc.com) during the course of the
Offer.

For the avoidance of doubt, the content of the website referred to above does not form part of and  is
not incorporated into this announcement.

The Directors of Hartfield Securities Plc accept responsibility for this announcement.

                                              ---ENDS---

Enquiries:

Hartfield Securities Plc                 020 7251 3762
N Fetterman

Contact Information

  • Hartfield Securities Plc