COE Group plc - Recommended cash offer by Digital Barriers plc; offer unconditional in all respects

23 Aug 2010

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL

Recommended cash offer by Digital Barriers plc ("Digital Barriers") for the entire issued and to be issued ordinary share capital of COE Group plc ("COE")

Offer unconditional in all respects

On 30 July 2010, Digital Barriers made a recommended cash offer for the entire issued and to be issued ordinary share capital of COE. The Offer Document was posted to COE Shareholders on 30 July 2010.

The Board of Digital Barriers is pleased to announce that all of the conditions to the Offer have now been satisfied or waived and, accordingly, that the Offer is unconditional in all respects.

The Offer will remain open for acceptances until further notice.

As at 3.00pm on 20 August 2010, Digital Barriers had received valid acceptances in respect of 34,152,824 COE Shares representing in total approximately 92.94 per cent. of COE's issued share capital. None of these acceptances were received from persons acting in concert with Digital Barriers and each of these acceptances will be counted towards the satisfaction of the acceptance condition under the Offer.

Prior to making the Offer, Digital Barriers obtained irrevocable undertakings to accept, or procure the acceptance of, the Offer from certain COE Shareholders in respect of 23,101,490 COE Shares, representing in aggregate approximately 62.87 per cent. of the issued share capital of COE. In respect of the COE Shares which are the subject of irrevocable undertakings, Digital Barriers had at 3.00 pm on 20 August 2008 received valid acceptances in respect of 22,375,550 COE Shares, representing approximately 60.90 per cent. of the issued share capital of COE.

Save as disclosed in this announcement, neither Digital Barriers, nor any person acting in concert with Digital Barriers, is interested in or has any rights to subscribe for any COE Shares nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to the COE Shares. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of COE Shares and any borrowing or lending of COE Shares which have not been on-lent or sold and any outstanding irrevocable commitment or
letter of intent with respect to COE Shares.

Consideration

Settlement of the consideration due to COE Shareholders who have already provided valid and complete acceptances under the Offer will be despatched (or in respect of COE Shares held in uncertificated form, credited through CREST) by 3 September 2010.  The consideration due to COE Shareholders who provide valid and complete acceptances under the Offer after the date of this announcement will be despatched (or in respect of COE Shares held in uncertificated form, credited through CREST) within 14 days of the date on which such acceptances are received or, in the case of electronic acceptances, made.

Compulsory acquisition and cancellation of admission to AIM

Digital Barriers confirms its intention, as set out in the Offer Document, to apply the provisions of sections 974 to 991 (inclusive) of the 2006 Act to acquire compulsorily any COE Shares to which the Offer relates in respect of which it has not received valid acceptances or which it has not otherwise acquired.

Accordingly, Digital Barriers will shortly be posting statutory notices under section 980(1) of the Companies Act 2006 to COE Shareholders who have not yet validly accepted the Offer, informing such COE Shareholders that it will compulsorily acquire their COE Shares under the provisions of sections 974 to 991 of the Companies Act 2006.  The compulsory acquisition procedure is expected to be completed on, or shortly after 4 October 2010.

Notice will today be sent to the board of COE requesting that the COE Directors make an application to the London Stock Exchange for the cancellation of the trading of the COE Shares on AIM.  It is expected that such cancellation will take effect no earlier than 21 September 2010, being 20 business days after the date on which the Offer became unconditional in all respects.
 
Acceptance of the Offer

To accept the Offer in respect of certificated COE Shares, the Form of Acceptance must be completed, signed and returned together with your definitive share certificate(s) and/or other document(s) of title as soon as possible so as to be received by post by Computershare, Corporate Actions Projects, Bristol, BS99 6AH or (during the hours of 9.00 a.m. to 5.00 p.m. only) by hand to Computershare at The Pavilions, Bridgwater Road, Bristol, BS13 8AE. The procedure for acceptance of the Offer in respect of certificated COE Shares is set out in paragraph 14(a) of Part II of the Offer Document and in the Form of Acceptance.

To accept the Offer in respect of uncertificated COE Shares, acceptances should be made electronically through CREST. The procedure for acceptance of the Offer in respect of uncertificated COE Shares is set out in paragraph 14(b) of Part II of the Offer Document.
If a holder of COE Shares is in any doubt about the Offer and/or any action he should take, he is recommended to seek his own personal financial advice immediately from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 who specialises in advising upon investment in shares and other securities if he is in the United Kingdom or, if not in the United Kingdom, from another appropriately authorised financial adviser in his own jurisdiction.

Further Information

Copies of the Offer Document and the Form of Acceptance are available (during normal business hours) from Computershare, Corporate Actions Projects, Bristol, BS99 6AH.

A copy of all announcements made by Digital Barriers and documents sent by Digital Barriers, including the Offer Document and this announcement, are available at: http://www.digitalbarriers.co.uk

The expressions used in this announcement, unless the context otherwise requires, bear the same meaning as in the Offer Document dated 30 July 2010.

ENQUIRIES
DIGITAL BARRIERS                                            
Digital Barriers plc                     +44 (0) 20 7940 4740 
Tom Black, Executive Chairman                                
Colin Evans, Managing Director                               
Zak Doffman, Strategy Director                                
Investec, Financial Adviser and Broker to Digital Barriers   +44 (0) 20 7597 5970
Andrew Pinder                                                 
Erik Anderson                                                
Dominic Emery                                                
Financial Dynamics, PR Adviser to Digital Barriers        +44 (0) 20 7831 3113
Edward Bridges                                             
Matt Dixon                                                
COE                                                         
COE Group plc                            +44 (0) 113 230 8800 
Alison Fielding, Non-Executive Chairman                       
Ian Jefferson, Chief Executive Officer                  
Mark Marriage, Technical Director                           
Zeus, Financial Adviser and Broker to COE    +44 (0) 161 831 1512
Alex Clarkson                          
Nick Cowles                                                  
Stephen Robinson

Investec Bank Plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting exclusively for Digital Barriers and no one else in connection with the Offer and will not be responsible to anyone other than Digital Barriers for providing the protections afforded to clients of Investec Bank Plc or for providing advice in connection with the Offer.

Zeus Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting exclusively for COE and no one else in connection with the Offer and will not be responsible to anyone other than COE for providing the protections afforded to clients of Zeus Capital Limited or for providing advice in connection with the Offer.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.  The Offer is made solely by means of the Offer Document and the Form of Acceptance (in respect of certificated COE Shares), which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

Unless otherwise determined by Digital Barriers and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by the use of the mails or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or any facility of a national securities exchange, of a Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction.
Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from a Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

Rule 19.11 disclosure

In accordance with Rule 19.11 of the Code, a copy of this Announcement will be published on the Digital Barriers website: www.digitalbarriers.co.uk.
 
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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 pm (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 Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

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