Disclosure re. Rule 2.11
June 30 2010 - 2:00AM
UK Regulatory
TIDMPST
RNS Number : 4795O
Pitney Bowes MapInfo UK Limited
30 June 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO
30 June 2010
Disclosure in accordance with
Rule 2.11 of the UK City Code on Takeovers and
Mergers (the "City Code")
Further to the Rule 2.5 announcement and the release of the Offer Document by
Pitney Bowes MapInfo UK Limited (an indirect wholly-owned subsidiary of Pitney
Bowes, Inc.) on 10 June 2010 (the "Rule 2.5 Announcement" and the "Offer
Document", respectively), in relation to the recommended cash offer for Portrait
Software plc (the "Offer"), Pitney Bowes MapInfo UK Limited makes the following
disclosure in accordance with Rule 2.11(d) of the City Code:
As referred to in the Rule 2.5 Announcement and the Offer Document, Pitney Bowes
MapInfo UK Limited has received an irrevocable undertaking (an "Irrevocable
Undertaking") from The Air Group Ltd. (the "Air Group") to accept, or procure
the acceptance of, the Offer in respect of its beneficial shareholding of
Portrait Shares.
The Rule 2.5 Announcement and the Offer Document stated that the Air Group's
beneficial shareholding amounted, in aggregate, to 4,495,977 Portrait Shares
(representing approximately 3.63 per cent. of the existing issued ordinary
shares of Portrait as at the time of the Rule 2.5 Announcement and the Offer
Document). The Rule 2.5 Announcement and the Offer Document further stated that
Pitney Bowes MapInfo UK Limited received irrevocable undertakings to accept, or
procure acceptance of, the Offer from certain Portrait Shareholders (including
the Air Group) in respect of, in aggregate, 67,813,366 Portrait Shares,
representing approximately 54.75 per cent. of the existing issued ordinary
shares of Portrait (as at the time of the Rule 2.5 Announcement and the Offer
Document), as well as irrevocable undertakings to accept the Offer from all of
the Portrait Directors in respect of their entire beneficial holdings of
Portrait Shares, amounting to, in aggregate, 2,196,787 Portrait Shares and
representing approximately 1.77 per cent. of the existing issued ordinary shares
of Portrait (as at the time of the Rule 2.5 Announcement and the Offer
Document). Accordingly, Pitney Bowes MapInfo UK Limited received from the
Portrait Directors and certain Portrait Shareholders (including the Air Group),
in aggregate, irrevocable undertakings to accept, or procure the acceptance of,
the Offer in respect of 70,010,153 Portrait Shares, representing approximately
56.52 per cent. of the existing issued ordinary shares of Portrait (as at the
time of the Rule 2.5 Announcement and the Offer Document).
Further to the disclosure in the Rule 2.5 Announcement and Offer Document
relating to the Air Group's shareholding in Portrait Software, the Air Group has
notified Pitney Bowes MapInfo UK Limited that due to an administrative error, it
is the beneficial owner of 4,445,977 Portrait Shares and not 4,495,977 Portrait
Shares to which the Irrevocable Undertaking relates. Consequently, the Air Group
will no longer be able to procure compliance with the terms of the Irrevocable
Undertaking in respect of 50,000 Portrait Shares. The remainder of the Portrait
Shares beneficially owned by the Air Group remain subject to the terms of the
Irrevocable Undertaking. Accordingly, the Irrevocable Undertaking now relates
to 4,445,977 Portrait Shares, representing approximately 3.58 per cent. of the
existing issued ordinary shares of Portrait (based on 124,107,508 Portrait
Shares in issue as announced by Portrait Software on 25 June 2010 pursuant to
Rule 2.10 of the City Code).
Accordingly and further to the related disclosure contained in the Rule 2.5
Announcement and the Offer Document, Pitney Bowes MapInfo UK Limited confirms
that it has received irrevocable undertakings from certain Portrait Shareholders
(including the Air Group) to accept, or procure acceptance of, the Offer in
respect of, in aggregate, 67,763,366 Portrait Shares, representing approximately
54.60 per cent. of the existing issued ordinary shares of Portrait. Together
with the irrevocable undertakings received from the Directors of Portrait
Software, Pitney Bowes MapInfo UK Limited has received irrevocable undertakings
to accept, or procure acceptance of, the Offer in respect of 69,960,153 Portrait
Shares, representing approximately 56.37 per cent. of the existing issued
ordinary shares of Portrait Software.
Terms not defined in this announcement will bear the same meanings as set out in
the Offer Document.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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