On 19 March 2008 2JS Productions made an offer for the entire issued and ordinary share capital of 2waytraffic (the “Offer”).
2JS Productions announces that, as at 1.00 p.m. on 9 April 2008, valid acceptances had been received in respect of a total of 49,310,509 2waytraffic Shares, representing approximately 37.8 per cent. of the issued share capital of 2waytraffic. This total includes acceptances received in respect of 18,513,805 2waytraffic Shares (representing approximately 14.2 per cent. of the issued share capital of 2waytraffic) which were subject to irrevocable undertakings procured by 2JS Productions.
Prior to the announcement of the Offer on 13 March 2008 Kees Abrahams, Taco Ketelaar, Atharva Investments and Grupo Contenidos separately entered into a binding Sale and Purchase Agreement with 2JS Productions and CPT Holdings Inc pursuant to which the Founder Shareholders have agreed to sell, and 2JS Productions has agreed to purchase, the Founder Shares (representing, in aggregate, approximately 54 per cent. of the existing issued ordinary share capital of 2waytraffic). Completion of the Sale and Purchase Agreement is conditional on the Offer becoming or being declared wholly unconditional.
On 1 April 2JS Productions made a market purchase of 9,355,000 2waytraffic Shares, representing approximately 7.2 per cent. of the issued share capital of 2waytraffic.
As at 1.00 p.m. on 9 April 2008 there were 455,861 2waytraffic Shares (representing approximately 0.3 per cent. of the issued share capital of 2waytraffic) in respect of which 2JS Productions had outstanding irrevocable undertakings.
As at 1.00 p.m. on 9 April 2008, pursuant to the terms of the Sale and Purchase agreement and the irrevocable undertakings to accept the Offer referred to above, 2JS Productions had received valid acceptances for, or had acquired or agreed to acquire a total of 129,481,060 2waytraffic Shares representing approximately 99.1 per cent. of the existing issued share capital of 2waytraffic.
The Offer has become unconditional as to acceptances. It will remain open for acceptances until further notice. At least 14 days notice will be given by an announcement before the Offer is closed. The Offer remains subject to the other conditions set out in the offer document from 2JS Productions dated 19 April 2008.
Terms defined in the Offer Document dated 19 April 2008 have the same meaning in this announcement.
Enquiries:
This announcement does not constitute or form part of an offer for, or solicitation of any offer for, or invitation to sell or purchase or subscribe for any securities. The Offer will be made solely by means of the Offer Document and, in respect of 2waytraffic Shares held in registered form, the Form of Acceptance accompanying the Offer Document which will contain the full terms and conditions of the Offer, including details of how it may be accepted.
Jefferies is acting exclusively for 2JS Productions and Sony Pictures Entertainment Inc. and no one else in connection with the Offer and will not be responsible to anyone other than 2JS Productions and Sony Pictures Entertainment Inc. for providing the protections afforded to clients of Jefferies nor for providing advice in relation to the Offer or any matter referred to in this Announcement. Jefferies is authorised and regulated in the United Kingdom by the Financial Services Authority.
Investec is acting exclusively for 2waytraffic and no one else in connection with the Offer and will not be responsible to anyone other than 2waytraffic for providing the protections afforded to clients of Investec nor for providing advice in relation to the Offer or any matter referred to in this Announcement. Investec is authorised and regulated in the United Kingdom by the Financial Services Authority.
The availability of the Offer to 2waytraffic Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
The Offer will not be made, directly or indirectly, in or into, and will not be capable of acceptance in or from, Canada, Australia or Japan. In addition it is not currently intended that the Offer will be made, directly or indirectly, in or into, or by use of mails or any means or instrumentality (including, without limitation, facsimile transmission, telephone or internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States and it is not currently intended that the Offer will be capable of acceptance by any such use, means, instrumentality or facility or from within the United States. Accordingly, copies of this Announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into or from the United States, Canada, Australia or Japan. Custodians, nominees and trustees should observe these restrictions and should not send or distribute the document in or into the United States, Canada, Australia or Japan.
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