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Thursday 26 March, 2009

Square Enix Holdings

Rule 8.4

RNS Number : 5018P
Square Enix Holdings Co Limited
26 March 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


26 March 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 and the circular issued by Eidos in connection with this dated 4 March 2009 (the 'Scheme Document')Square Enix announces, in accordance with Rule 8.4 of the Takeover Code that it has received notification from Cazenove Management Ltd. that the irrevocable undertaking it gave to vote in favour of the Scheme and the resolutions to be passed at the Court meeting and the Extraordinary General Meeting extends to a holding of 25,718,916 Eidos Shares (as opposed to 26,225,256 Eidos Shares which was previously announcedrepresenting approximately 9.8 per cent. of the existing issued share capital of Eidos.

Square Enix therefore has total irrevocable undertakings in respect of 84,441,149 Eidos Shares representing approximately 32.0 per cent. of the existing issued share capital of Eidos. SQEX has also received a letter of intent in respect of 8,919,628 Eidos Shares representing approximately 3.4 per cent. of the existing issued share capital of Eidos.

Words and expressions defined in the Scheme Document shall, unless the context otherwise requires, have the same meanings when used in this announcement.

Enquiries:
 
SQEX/Square Enix
 
Michihiro Sasaki
 
+81 3 5333 1144
UBS Investment Bank (Financial Adviser to SQEX/Square Enix)
 
Andrew Cowper
Thomas Onions
 
+44 20 7568 0000


UBS, is acting exclusively for SQEX and Square Enix and no one else in connection with the Acquisition 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 Acquisition or any matter referred to in this announcement.


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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