Company Announcement - Squeeze-out Process

Published: March 17, 2017

THE FOLLOWING IS A COMPANY ANNOUNCEMENT ISSUED BY 6PM HOLDINGS P.L.C. (“THE COMPANY”) IN COMPLIANCE WITH THE LISTING RULES.

QUOTE
This Company Announcement is being issued in relation to the conditional voluntary public takeover offer launched by Idox p.l.c. (“Idox”) for the entire issued share capital of the Company (the “Bid”) as further described in the offer document dated 14 December 2016 (“Offer Document”).

(i) Transfer of ownership of the shares in the Company and settlement by Idox
Further to its Company Announcement of 3 February 2017, the Company announces that Calamatta Cuschieri Investment Services Limited, in its capacity as Manager, Paying Agent and Registrar, has notified the Company that, as at 23 February 2017, the outstanding 135,000 shares in the Company, representing approximately 0.64% of the entire issued share capital of the Company, in respect of which valid acceptances were received by the end of the Acceptance Period (12:00 hours (CET) on 24 January 2017) (the “Outstanding Shares”), have been transferred to Idox and recorded in the name of Calamatta Cuschieri Investment Services Limited A/c Clients Nominee in the register of shareholders of the Company as registered at the Central Securities Depository of the Malta Stock Exchange.

The Outstanding Shares, together with the 20,460,715 shares in the Company, representing approximately 97.51% of the entire issued share capital of the Company, which have previously been transferred to Idox as set out in the Company Announcement of 3 February 2017, comprise the aggregate of 20,595,715 shares (the “Aggregate Shares”) in the Company, representing approximately 98.15% of the issued share capital of the Company, in respect of which valid acceptances were received by the end of the Acceptance Period.

The Company further announces that Calamatta Cuschieri Investment Services Limited, in its capacity as Manager, Paying Agent and Registrar, has notified the Company that the Aggregate Shares, previously transferred to Idox but recorded in the name of Calamatta Cuschieri Investment Services Limited A/c Clients Nominee as aforesaid, have been transferred and recorded in the name of Idox in the register of shareholders of the Company as registered at the Central Securities Depository of the Malta Stock Exchange, with effect from 9 March 2017.

In consequence of the foregoing, Calamatta Cuschieri Investment Services Limited, in its capacity as Manager, Paying Agent and Registrar, has further notified the Company that, in terms of the Offer Document and in discharge of the consideration due to the shareholders of the Company who have accepted to sell and transfer the Outstanding Shares in the Company to Idox (the “Outstanding Accepting Shareholders”), with effect from 23 February 2017, 88,317 ordinary shares of GBP 0.01 each in the share capital of Idox have been issued in favour of part of the Outstanding Accepting Shareholders who opted for the Combined Consideration (as defined in the Offer Document).

(ii) Acquisition of the remaining shares in the Company 
In its company announcement of 3 February 2017, the Company announced the intention of Idox with respect to the remaining c.1.85% of the entire issued shares capital of the Company not already held by Idox pursuant to the Bid (the “Remaining Shares”), to carry out the process in terms of Listing Rule 11.42 by means of which it will require all the holders of the Remaining Shares to sell and transfer such shares to Idox.

For the purposes of Listing Rule 11.43, Idox has obtained a report (the “Report”) drawn up by Grant Thornton of Tower Business Centre, Suite 3, Tower Street, Swatar BKR 4013, Malta, as independent experts, in which it has been determined that the Fair Price (as defined in the Report) of £0.88 per share forming part of the Remaining Shares, payable in cash, is higher than the Equitable Price (as defined in the Report) of £0.85 per share in the Company. A copy of the Report is also available for viewing on the Company’s website.

The Company further announces that Calamatta Cuschieri Investment Services Limited, in its capacity as Manager, Paying Agent and Registrar, has confirmed that it has been instructed by Idox to complete the transfer of the Remaining Shares and to process the applicable payments to the holders of the Remaining Shares by no later than close of business on 22 March 2017.

(iii) De-Listing
As previously announced, Idox shall, following completion of the process detailed above and on acquiring all the issued shares in the Company, apply for the de-listing of the Company shares as soon as practicable.

For full statement please click here.

UNQUOTE
Dr Ivan Gatt
Company Secretary
17th March 2017