Hartfield Securities Plc
LSE : HASP

May 06, 2011 02:57 ET

Offer Unconditional as to acceptances and 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
6 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 as to acceptances and 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.
Offer declared unconditional as to acceptances
Hartfield  announces that as at 3.00 p.m. on 5 May 2011, being the First Closing Date  of  the  Offer,
valid  acceptances  of the Offer had been received in respect of 13,664,593 Ceres Shares  representing
approximately 90.34%.
The Board of Hartfield is therefore pleased to announce that the Offer has now become unconditional as
to acceptances.
Prior  to  making the Offer, Hartfield received, in aggregate, irrevocable undertakings to accept  the
Offer in respect of 12,175,435 Ceres Shares representing approximately 80.49 per cent. of the existing
issued  share capital of Ceres. As at 3.00 p.m. on 5 May 2011, valid acceptances had been received  in
respect  of 11,775,435 of Ceres Shares subject to such undertakings, representing approximately  77.85
per cent of the existing issued share capital of Ceres.
Squeeze-Out
Upon  the Offer becoming unconditional in all respects, 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.
Extension of the Offer
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).
The Directors of Hartfield Securities Plc accept responsibility for this announcement.
                                              ---ENDS---
Enquiries:
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
requirements.

Contact Information

  • Hartfield Securities Plc