TIDMPRW
RNS Number : 3654Q
NetDragon Websoft Inc
17 June 2015
The below statement was made by NetDragon Websoft Inc. on the
Stock Exchange of Hong Kong Limited earlier today.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange
of Hong Kong Limited take no responsibility for the contents of
this announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER FALLING UNDER RULE
2.4 OF THE UNITED KINGDOM CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE"). IT DOES NOT REPRESENT A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY
THAT ANY OFFER WILL ULTIMATELY BE MADE.
NetDragon Websoft Inc.
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 777)
INSIDE INFORMATION - POSSIBLE OFFER FOR PROMETHEAN WORLD PLC
("PROMETHEAN")
This announcement is made by NetDragon Websoft Inc. (the
"Company") pursuant to Rule 13.09 of the Rules Governing the
Listing of Securities (the "Listing Rules") on The Stock Exchange
of Hong Kong Limited (the "HK Stock Exchange") and the Inside
Information Provisions (as defined in the Listing Rules) under Part
XIVA of the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong).
The Company notes the announcement released by Promethean on the
London Stock Exchange dated 16 June 2015confirming that it has
received an approach by the Company regarding a possible cash offer
for all of the issued and to be issued share capital of
Promethean.
The Company confirms that this is the approach described in the
announcement made by it on the HK Stock Exchange on 9 June 2015
stating that the Company is in preliminary negotiations with a
third party which is an international player in the education
market in connection with a potential acquisition (the "Potential
Acquisition") of up to approximately US$130 million.
This possible offer is in the early stage of due diligence and
discussions, and there is no certainty that any offer will be
forthcoming. A further announcement will be made on the London
Stock Exchange and/or the HK Stock Exchange in due course.
In accordance with Rule 2.6(a) of the Code, the Company must, by
no later than 5.00 p.m. on 14 July 2015, on the London Stock
Exchange either announce a firm intention to make an offer for
Promethean in accordance with Rule 2.7 of the Code or announce that
it does not intend to make an offer, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline will only be extended with the consent of
the UK Panel on Takeovers and Mergers in accordance with Rule
2.6(c) of the Code. Should an announcement be made by the Company
on the London Stock Exchange under the Code, the Company will make
a corresponding announcement on the HK Stock Exchange in due
course.
Shareholders and potential investors should note that the
Potential Acquisition may or may not proceed and are reminded to
exercise caution when dealing in the securities of the Company.
By order of the Board
NetDragon Websoft Inc.
Liu Dejian
Chairman
Hong Kong, 17June 2015
As at the date of this announcement, the Board comprises four
executive Directors, namely Mr. Liu Dejian, Mr. Liu Luyuan, Mr.
Zheng Hui and Mr. Chen Hongzhan; one non-executive Director, namely
Mr. Lin Dongliang; and three independent non-executive Directors,
namely Mr. Chao Guowei, Charles, Mr. Lee Kwan Hung and Mr. Liu Sai
Keung, Thomas.
NetDragon Websoft Inc.
+852 2850 7215
Yam Kwok Hei, Benjamin
VSA Capital (Financial Advisors to NetDragon Websoft Inc.)
+44 (0)20 3005 5000
Andrew Raca James Asensio
Additional Information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 p.m. (London time) on the business day following the date of
the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Takeover Panel's Market Surveillance Unit on +44
(0)20 7638 0129.
VSA Capital
VSA Capital Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for NetDragon Websoft Inc. and for no one else in
connection with the offer and this announcement and will not be
responsible to anyone other than NetDragon Websoft Inc. for
providing the protections afforded to clients of VSA Capital
Limited nor for providing advice in connection with the offer or
this announcement or any matter referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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