RNS Number : 7634N
Square Enix Holdings Co Limited
23 February 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
24 February 2009
OFFER UPDATE
Recommended Cash Offer
for
Eidos plc ('Eidos')
by
SQEX Ltd ('SQEX')
a wholly owned subsidiary of
Square Enix Holdings Co. Ltd
Further to the announcement made on 12 February 2009 of the recommended cash offer for Eidos by SQEX (the “Announcement”), the Board of SQEX is pleased to announce that it has acquired 2,000,000 Eidos Shares from Insight Investment Management and 27,349,341 Eidos Shares from Pioneer Investment Management Ltd. representing, in aggregate approximately 11.13 per cent of the issued share capital of Eidos, at a price of 32 pence per Eidos Share. These shares were previously subject of irrevocable undertakings from Insight Investment Management and Pioneer Investment Management Ltd. to vote in favour of the resolutions to be proposed at the Court Meeting and the EGM.
SQEX therefore continues to have irrevocable undertakings to vote in favour of the resolutions to be proposed at the Court Meeting and the EGM in respect of, in aggregate 84,947,489 Eidos Shares representing 32.23 per cent of the existing share capital of Eidos.
SQEX also has a letter of intent in respect of 8,919,628 Eidos Shares representing approximately 3.38 per cent. of the existing issued share capital of Eidos.
Words and expressions defined in the Announcement shall, unless the context otherwise requires, have the same meanings when used in this announcement.
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Enquiries:
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SQEX/Square Enix
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Michihiro Sasaki
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+81 3 5333 1144
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UBS Investment Bank (Financial Adviser to SQEX/Square Enix)
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Andrew Cowper
Thomas Onions
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+44 20 7568 0000
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UBS Investment Bank is acting exclusively for SQEX and Square Enix and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than SQEX and Square Enix for providing the protections afforded to clients of UBS Investment Bank, or for providing advice in connection with the Offer or any matter referred to herein.
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, “interested” (directly or indirectly) in 1 per cent. or more of any class of “relevant securities” of Eidos, all “dealings” in any “relevant securities” of Eidos (including by means of an option in respect of, or a derivative referenced to, any such “relevant securities”) must be publicly disclosed by no later than 3.30 pm (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective or lapses or on which the “offer period” otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an “interest” in “relevant securities” of Eidos, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all “dealings” in “relevant securities” of Eidos by SQEX or Eidos, or by any of their respective “associates”, must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose “relevant securities” “dealings” should be disclosed, and the number of such securities in issue, can be found on the Panel’s website at www.thetakeoverpanel.org.uk.
“Interests in securities” arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an “interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a “dealing” under Rule 8, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel’s website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013.
This information is provided by RNS
The company news service from the London Stock Exchange
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