NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Myriad response to article in The Times of 24 February 2012
LONDON, UK, Feb. 24, 2012 /CNW/ - The Board of Myriad notes today's
article in The Times which was headlined "Mobile Chief (Angus Dent) bought shares after takeover approach" and would like to comment as
The board of Myriad ("Myriad") submitted a written indicative offer
letter to Synchronica on 11 November 2011 indicating a price of 11.65p,
subject to a number of pre-conditions.
Myriad received a written response from David Mason, Chairman, on behalf
of Synchronica dated 18 November 2011 requesting clarification of
certain aspects of the indicative offer. Myriad did not regard this
letter as containing a "firm rebuffle" of its indicative offer.
Myriad continued with its discussions with the board of Synchronica from
18 November 2011 up to and beyond the announcement of 3 January 2012
which detailed that Myriad and Synchronica were "in talks".
Myriad was surprised and disappointed to read of the share purchase by
Angus Dent, the CEO of Synchronica announced on 30 November 2011 prior
to the "in talks" announcement on 3 January 2012. At the time of this
share purchase, Angus Dent and the board of Synchronica were engaged in
discussions with Myriad and, in particular, the level of Myriad's
indicative offer. Myriad notes that the stock market had not been
informed of Myriad's approach or the level of its indicative offer
prior to Angus Dent's share purchase.
In Synchronica shareholders interests, Myriad would like to clarify that
it understands that Angus Dent purchased shares to the value of
approximately £49,000 rather than the amount referred to in the press
Myriad will co-operate fully with any regulatory body's investigations.
Myriad asks the independent directors of Synchronica (being those not
involved with conducting or authorising the share purchase) to
i) whether there has been a breach of fiduciary duties by those
directors involved; and
ii) whether those directors should resign with immediate effect.
Myriad also questions what information the company's Nomad, Northland
Capital Partners, received to approve this share purchase and as to why
it was not viewed as insider trading.
Zeus Capital, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Myriad and
for no one else in connection with the Offer and is not advising any
other person or treating any other person as its client in relation
thereto and will not be responsible to anyone other than Myriad for
providing the protections afforded to clients of Zeus Capital, or for
giving advice to any other person in relation to the Offer, the
contents of this announcement or any other matter referred to herein.
This announcement is not intended to and does not constitute an offer to
sell, or form part of, or constitute the solicitation of an offer to
purchase or subscribe for or an invitation to purchase, any securities.
This announcement does not constitute a prospectus or a prospectus
equivalent document. Shareholders are advised to read carefully the
formal documentation in relation to the Offer once it has been
despatched. The proposal for the Offer will be made solely through the
Offer Document and the accompanying Forms of Acceptance, which will
contain the full terms and conditions of the Offer, including details
of how to accept the Offer. Please read carefully the Offer Document in
its entirety before making a decision with regards to the Offer. Any
acceptance or other response to the proposals should be made on the
basis of the information in the Offer Document.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City 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 p.m. (London
time) on the 10th business day following the commencement of the Offer
Period and, if appropriate, by no later than 3.30 p.m. (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
Under Rule 8.3(b) of the City 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(s), 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 p.m. (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
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.
You should contact the Panel's Market Surveillance Unit on +44(0)20
7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by the
laws of those jurisdictions and therefore persons into whose possession
this announcement comes should inform themselves about and observe any
such restrictions. Failure to comply with any such restrictions may
constitute a violation of the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes of complying with
English law and the City Code and the information disclosed may not be
the same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws and regulations of any
jurisdiction outside of England.
In particular, this announcement is not an offer which is being made,
directly or indirectly, in or into or by the use of the mails of, or by
any means or instrumentality (including, without limitation, email,
facsimile transmission, telex, telephone, the internet or other forms
of electronic transmission) of interstate or foreign commerce, or of
any facility of a national securities exchange of a Restricted
Jurisdiction and the Offer cannot be accepted by any such use, means,
instrumentality or facility from or within a Restricted Jurisdiction.
Publication on website
A copy of this announcement is available free of charge on Myriads
website at www.myriadgroup.com.
SOURCE Myriad Group
For further information:
Zeus Capital Limited
(Financial Adviser to Myriad)
Tel: 0161 831 1512