Hartfield Securities Plc

May 09, 2011 10:14 ET

Offer declared unconditional in all respects


9 May 2011
                                         Recommended offer by
                                       Hartfield Securities PLC
            To acquire the entire issued and to be issued share capital of Ceres Media plc
                                  Offer unconditional in all respects


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.

Offer declared unconditional in all respects

Further to the announcement made on 6 May regarding acceptance levels on the first closing date of the
Offer, Hartfield announces that at the general meeting of Hartfield Shareholders held today, with  the
exception  of  resolution  7 relating to the change of the Company's name, all  resolutions  were  duly

The Board of Hartfield is therefore pleased to announce that the Offer has now become unconditional in
all respects.

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 have already validly accepted the Offer. Settlement for Ceres Shareholders
who  validly accept the Offer from today onwards will be effected within fourteen days of  receipt  of
their valid acceptance.


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

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.

Further acceptance of the Offer

As  announced on 6 May and In accordance with Rule 31.4 of the Takeover Code, 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 19 May 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 19 May 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).

Cancellation of Trading on Plus

Hartfield Shareholders should be aware that now that the Offer has been declared unconditional in  all
respects,  Hartfield Shares will be withdrawn from PLUS Markets, effective immediately. No application
will be made for the Enlarged Share Capital to be re-admitted to trading on PLUS.

Delay in application to the standard listing segment of the London Stock Exchange

As  detailed  in the Offer Document and Circular to Hartfield Shareholders, both dated 14 April  2011,
applications will be made to the FSA and to the London Stock Exchange, respectively, for admission  of
the  Enlarged Share Capital to the Official List and to trading on the "Standard Listing"  segment  of
the  London  Stock  Exchange's main market for listed securities. The expected date of  Admission  was
given as 23 May 2011, however Admission is now expected to take place in June 2011.

The Board can see no reason as to why the application should not be accepted by the UKLA or the London
Stock Exchange.

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

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.



Hartfield Securities Plc                 020 7251 3762
N Fetterman

Fisher Corporate Plc                     020 7388 7000
Gary Miller

This  announcement does not constitute an offer to sell or an invitation to purchase or subscribe  for
any securities. The Offer is made solely by means of the Offer Document and the Form of Acceptance (in
respect  of  certificated Ceres Shares), which contains the full terms and conditions  of  the  Offer,
including details of how the Offer may be accepted.
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.
The  distribution of this announcement in jurisdictions other than the UK and the availability of  the
Offer  to  Ceres  Shareholders who are not resident in the UK may be affected by  the  laws  of  those
jurisdictions.  Therefore  any  persons who are subject to the laws of  any  jurisdiction  other  than
the  UK or Ceres Shareholders who are not resident in the UK will need to inform themselves about, and
observe, any applicable requirements.

Accordingly,  copies  of  this announcement are not being, and must not be,  directly  or  indirectly,
mailed  or  otherwise  forwarded, distributed or sent in, into or from a Restricted  Jurisdiction  and
persons  receiving this announcement (including, without limitation, custodians, nominees or trustees)
must  not  mail  or  otherwise forward, distribute or send it in, into or from such jurisdiction.  Any
person  (including, without limitation, any custodian, nominee or trustee) must not mail or  otherwise
forward,  distribute  or send it in or into or form a Restricted Jurisdiction.  Doing  so  may  render
invalid any purported acceptance of the Offer. The availability of the Offer to Ceres Shareholders who
are  not  resident  in  the United Kingdom may be affected by the laws of the relevant  jurisdictions.
Ceres  Shareholders who are not so resident should inform themselves about and observe such applicable

Contact Information

  • Hartfield Securities Plc