RECOMMENDED CASH OFFER
by
NOBLE & COMPANY LIMITED
on behalf of
OPTIMISA PLC
for
EQ GROUP PLC
LEVEL OF ACCEPTANCES
OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES
EXTENSION OF OFFER
On 21 September 2007, Noble & Company Limited made a recommended cash offer (the “Offer”) on behalf of Optimisa plc (”Optimisa” or the “Offeror”) for the entire issued and to be issued share capital of eq group plc (”eq”). The document setting out the full terms and conditions of the Offer (the “Offer Document”) was posted to eq shareholders on 21 September 2007.
The Offer is being funded by a placing of 600,000 new ordinary shares in Optimisa (the “Placing Shares”) at 1300 pence per Placing Share.
The Board of Optimisa is pleased to announce that the Offer is hereby declared wholly unconditional as to acceptances.
As at 3.00 p.m. (London time) on 12 October 2007, the first closing date of the Offer, valid acceptances of the Offer had been received in respect of a total of 8,753,217 eq Shares, representing approximately 98.68 per cent. of the existing issued ordinary share capital of eq.
In addition, acceptances of the Offer have been received in respect of a further 4,305 eq Shares, representing approximately 0.04 per cent. of the existing issued ordinary share capital of eq, which require further action to be taken before they can be counted as valid acceptances.
As at 21 September 2007, Optimisa had received irrevocable undertakings to accept the Offer in respect of 7,038,521 eq Shares, representing approximately 79.35 per cent. of the existing issued ordinary share capital of eq. Valid acceptances have been received in respect of 6,993,697 of those eq Shares, representing approximately 78.84 per cent. of the existing issued ordinary share capital of eq.
The Offer, which remains subject to the terms and conditions set out in the Offer Document (including, inter alia, the passing of certain resolutions to be proposed at an extraordinary general meeting of Optimisa shareholders to be held at 9.30am on Monday 15 October and admission of the Placing Shares to trading on AIM ) will remain open for acceptance until further notice.
eq Shareholders who wish to accept the Offer, and who have not yet done so, should act in accordance with the instructions set out in the Offer Document as soon as possible. If you hold eq Shares in certificated form (that is, not in CREST), to accept the Offer you should complete, sign and return the Form(s) of Acceptance by hand (during normal business hours) or by post as soon as possible to the receiving agents to the Offer, Capita Registrars at Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
If you hold eq Shares in uncertificated form (that is, in CREST), to accept the Offer you should do so electronically through CREST in accordance with the instructions set out in the Offer Document, so that the TTE Instruction settles as soon as possible. If you hold eq Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE Instruction to CRESTCo in relation to your eq Shares.
Copies of the Offer Document and the Form of Acceptance are available for inspection during normal business hours on any Business Day at the office of Noble & Company Limited at 120 Old Broad Street, London EC2N 1AR. Additional Forms of Acceptance are available from Capita Registrars, by telephoning 0870 162 3121, or if calling from outside the UK, on +44 020 8639 3399.
Save as disclosed in this announcement, neither Optimisa nor any person acting in concert with Optimisa has an interest in (or a right to subscribe for) or any short positions (whether conditional or absolute or 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 in respect of, or has borrowed or lent, any eq Shares.
Terms defined in the Offer Document have the same meaning in this announcement, unless the context requires otherwise.
Enquiries:
Optimisa plc +44 (0) 20 7960 3320
Ron Littleboy, Non-Executive Chairman
Noble & Company Limited
(Financial Adviser and Broker to Optimisa) +44 (0) 20 7763 2200
Nick Naylor / Brian Stockbridge
eq group plc +44 (0) 7747 032 478
Bob Bond, Chief Executive
Evolution Securities Limited
(Financial Adviser and Broker to eq) +44 (0) 113 243 1619
Joanne Lake / Angus Gladish
Noble & Company Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Optimisa and no one else in connection with the Offer and this announcement and will not regard any other person as its client nor be responsible to anyone other than Optimisa for providing the protections afforded to clients of Noble & Company Limited nor for providing advice in relation to the Offer or any transaction or arrangement referred to herein.
Evolution Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for eq and no one else in connection with the Offer and this announcement and will not regard any other person as its client nor be responsible to anyone other than eq for providing the protections afforded to clients of Evolution Securities Limited nor for providing advice in relation to the Offer or this announcement or any transaction or arrangement referred to herein.
This announcement is not intended to, and does not constitute or form any part of, an offer or an invitation to subscribe for or purchase any securities nor the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of any applicable law. The Offer is made solely by means of the Offer Document and a notice published in the London Gazette on 25 September 2007 and (in relation to eq Shares in certificated form) the Form of Acceptance, which together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance of or other response to the Offer should be made only on the basis of the information contained in the Offer Document and (in relation to eq Shares in certificated form) the Form of Acceptance.
The laws of relevant jurisdictions may affect the availability of the Offer to persons not resident in the United Kingdom. In particular the Offer will not be made directly or indirectly in or into the United States, Canada, Australia, Japan or any Restricted Jurisdiction. Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable legal and regulatory requirements. Further details in relation to overseas eq Shareholders are contained in the Offer Document. If you are in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.
The Directors of Optimisa accept responsibility for the information contained in this announcement (other than the information relating to eq, the eq Directors, members of their immediate families, related trusts and connected persons). To the best of the knowledge and belief of the Optimisa Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
This announcement has been prepared for the purposes of complying with English law, the Code and the AIM Rules and information disclosed may not be the same as that which would have been disclosed if this announcement has been prepared in accordance with the laws of jurisdictions outside England.
The Offer is subject to the Code and the applicable rules and regulations of the Financial Services Authority and the London Stock Exchange.
END
