DEALOGIC 
By 25 October 2011
Dealogic (Holdings) plc Result of Tender Offer
Dealogic (Holdings) plc ("Dealogic" or the
"Company") announced on 30 September 2011 that it
intended to return up to £42.2 million to its Shareholders
(other than the Majority Group and certain overseas
Shareholders) in the form of a tender offer at a price of
£3.30 per Ordinary Share (the "Tender Offer"). The Tender
Offer is conditional on the Company receiving shareholder
approval of the Repurchase Agreement. A General Meeting of
the Company has been convened for this purpose at 3.00 p.m.
on Wednesday 26 October 2011 at the offices of the
Company.
As noted in the Circular, the Company has received
irrevocable undertakings to vote in favour of the Resolutions
from shareholders with sufficient shares to pass all of the
Resolutions being proposed at the General Meeting.
In the meantime, the Company is pleased to announce the
result of the Tender Offer, which closed in accordance with
its published timetable on 24 October 2011. A total of
10,362,482
Tender Offer Shares were received pursuant to the Tender
Offer made by J.P. Morgan
Cazenove ("JPMC"), which equates to 21.02 per cent.
of the Issued Ordinary Share Capital of
the Company.
In accordance with the terms of the Tender Offer, and subject
to shareholder approval, all Tender Offer Shareholders who
tendered Ordinary Shares will have their tenders accepted in
full.
Simon Hessel irrevocably undertook to accept the Tender Offer
in respect of 6,403,899
Ordinary Shares held by him, representing approximately 12.99
per cent, of the existing Issued Ordinary Share Capital, and
David Moore and his wife irrevocably undertook to accept the
Tender Offer in respect of 3,000 Ordinary Shares each,
representing in aggregate approximately 0.01 per cent. of the
existing Issued Ordinary Share Capital. The Company confirms
that Simon Hessel tendered 6,403,899 Ordinary Shares and
David Moore and his wife each tendered 3,000 Ordinary
Shares.
Under the terms of the Repurchase Agreement entered into by
Dealogic and JPMC, JPMC has a put option to require the
Company to purchase from JPMC the Ordinary Shares purchased
by JPMC pursuant to the Tender Offer at the Tender Offer
Price of £3.30. The Ordinary Shares purchased by the Company
pursuant to the Repurchase Agreement will be cancelled.
Following completion of the Tender Offer and cancellation of
the Ordinary Shares, the Company will have a total of
38,930,682 Ordinary Shares of five pence each in issue.
It is anticipated that consideration for the Ordinary Shares
purchased under the Tender Offer will be sent to those
Shareholders who held their Tender Offer Shares in
certificated form , by way of a cheque to be despatched by 31
October 2011; and to those Shareholders who held their Tender
Offer Shares in uncertificated form, by crediting their CREST
accounts by 31
October 2011.
Following completion of the Tender Offer, the Directors will
have the interests set out in the
Appendix hereto.
Terms used in this announcement have the same meaning as
those in the Tender Offer
Circular.
A further announcement will follow the General Meeting on 26
October 2011 to declare the results of voting at the General
Meeting.
Dealogic (Holdings) plc
Rick McHattie (CFO)
+ 44 (0)20 7379 5650
J.P. Morgan Cazenove
Rupert Sadler
+44 (0)20 7742 4000
The beneficial and non-beneficial interests of the Directors (and any persons whose interest in relevant securities the relevant Director is taken to be interested in pursuant to Part 22 of the Companies Act and related regulations) in the relevant securities are as follows:
Name | Number of Ordinary Shares | Percentage of Issued Ordinary Share Capital |
Peter Ogden | 14,758,429 | 37.91% |
Philip Hulme | 14,714,286 | 37.80% |
Toby Haddon | 1,765,715 | 4.54% |
Jonathan Drulard | 278,000 | 0.71% |
Frederick McHattie | 30,000 | 0.08% |
Carl Anderson | 7,143 | 0.02% |
Notes:
(i) Mr Haddon's Ordinary Shares are held by his
connected persons. (ii) Mr McHattie's Ordinary Shares
are held by his connected persons.
(iii) Mr Fleming has a right to receive up to 9,083,748
Ordinary Shares in exchange for his effective 25 per cent.
interest in Dealogic LLC under the terms of the Exchange
Rights Agreement.
Certain Directors have options under the Share Option Scheme,
which were granted for nil consideration, to subscribe for
Ordinary Shares as follows:
Grant Date | Number of Options | Exercise Price | Earliest Exercise Date | Latest Exercise Date | |
T A | 21 June 2004 | 100,000 | £2.050 | 21 June 2007 | 20 June 2014 |
Fleming | 22 Nov 2006 | 100,000 | £1.525 | 22 Nov 2009 | 21 Nov 2016 |
27 April 2009 | 336,226 | £1.225 | 27 April 2012 | 26 April 2019 | |
T Haddon | 21 June 2004 | 50,000 | £2.050 | 21 June 2007 | 20 June 2014 |
22 Nov 2006 | 82,500 | £1.525 | 22 Nov 2009 | 21 Nov 2016 | |
27 April 2009 | 300,000 | £1.225 | 27 April 2012 | 26 April 2019 | |
F McHattie | 10 Oct 2005 | 50,000 | £1.600 | 10 Oct 2008 | 9 Oct 2015 |
9 June 2008 | 410,400 | £1.425 | 9 June 2011 | 8 June 2018 | |
27 April 2009 | 236,652 | £1.225 | 27 April 2012 | 26 April 2019 | |
6 June 2011 | 225,000 | £3.100 | 6 June 2014 | 5 June 2021 | |
J O Drulard | 22 Nov 2006 | 271,739 | £1.525 | 22 Nov 2009 | 21 Nov 2016 |
22 May 2008 | 546,434 | £1.425 | 22 May 2011 | 21 May 2018 | |
27 April 2009 | 273,217 | £1.225 | 27 April 2012 | 26 April 2019 | |
6 June 2011 | 273,218 | £3.100 | 6 June 2014 | 5 June 2021 |
