14/06/02: DAISYTEK OFFER UPDATE.
ISA INTERNATIONAL PLC ("ISA" OR THE "COMPANY")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA OR
JAPAN
RECOMMENDED OFFER ("OFFER") BY ROBERT W. BAIRD LIMITED ("BAIRD") ON BEHALF OF
DAISYTEK UK LIMITED ("DAISYTEK UK"), A WHOLLY-OWNED SUBSIDIARY OF DAISYTEK
INTERNATIONAL CORPORATION ("DAISYTEK"), TO ACQUIRE ALL THE ISSUED ORDINARY SHARE
CAPITAL OF ISA
OFFER DECLARED WHOLLY UNCONDITIONAL CANCELLATION OF ADMISSION OF ISA ORDINARY
SHARES TO AIM NOTICE OF CLOSING OF THE RESTRICTED SHARE OFFER POTENTIAL
IMPLICATIONS OF THE PROPOSED REFINANCING OF ISA BOARD CHANGES
1. Result of Offer
On 7 May 2002, Daisytek UK announced the terms of a recommended Offer to acquire
all of the issued and to be issued ordinary share capital of ISA.
The Board of Daisytek UK is pleased to announce that the Offer has been declared
unconditional in all respects, all conditions having been satisfied or waived.
2. Acceptance level and Daisytek's holding of ISA Ordinary Shares
Daisytek UK announces that as at 3.00 p.m. on 13 June 2002, the first closing
date of the Offer, valid acceptances under the Offer had been received in
respect of 45,506,436 ISA Ordinary Shares, representing approximately 77.4 per
cent. of the issued ordinary share capital of ISA.
These include acceptances in respect of 33,226,866 ISA Ordinary Shares
(representing approximately 56.5 per cent. of the existing issued ordinary share
capital of ISA) which were the subject of irrevocable undertakings to accept the
Offer.
Valid acceptances for the Cash Offer have been received in respect of 30,944,139
ISA Ordinary Shares, representing approximately 52.6 per cent. of the issued
ordinary share capital of ISA. Valid acceptances for the Restricted Share Offer
have been received in respect of 14,562,297 ISA Ordinary Shares, representing
approximately 24.8 per cent. of the issued ordinary share capital of ISA.
In addition, Daisytek UK has acquired a total of 4,658,438 ISA Ordinary Shares
through market purchases of which 4,651,748 ISA Ordinary Shares representing
approximately 7.9 per cent. of the existing issued ordinary share capital of ISA
are now registered in the name of Daisytek UK.
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Accordingly, as at 3.00 p.m. on 13 June 2002, Daisytek UK owned legally and
beneficially or had received valid acceptances in respect of 50,158,184 ISA
Ordinary Shares, representing approximately 85.3 per cent. of the ISA Ordinary
Shares to which the Offer relates.
Settlement of the consideration due to accepting ISA Shareholders will be
dispatched by no later than 27 June 2002 in respect of ISA Ordinary Shares for
which valid acceptances of the Offer were received on or before 3.00 p.m. on 13
June 2002. Settlement of consideration in respect of acceptances received after
13 June 2002 will be dispatched within 14 days after the receipt of further
acceptances which are valid in all respects.
As at the close of business on 22 May 2002, the latest practicable date prior to
the posting of the offer document dated 23 May 2002 (the "Offer Document"),
persons acting in concert with Daisytek UK owned 252,450 ISA Ordinary Shares.
Save as stated in this announcement and as disclosed in the Offer Document,
neither Daisytek UK, nor any person acting or deemed to be acting in concert
with Daisytek UK for the purpose of the Offer held any ISA Ordinary Shares (or
rights over such shares) prior to the commencement of the Offer Period and none
of the above have acquired or agreed to acquire any such ISA Ordinary Shares (or
rights over such shares) since such date. No acceptances have been received from
any persons acting or deemed to be acting in concert with Daisytek UK for the
purpose of the Offer.
3. Cancellation of ISA's admission to trading on AIM
As stated in the Offer Document, it is Daisytek UK's intention to procure that
ISA applies to the London Stock Exchange for cancellation of the admission of
ISA Ordinary Shares to trading on the Alternative Investment Market. It is
anticipated that the cancellation will take effect on 12 July 2002, being the
date 20 business days from the date of this announcement.
4. Expiry of the Restricted Share Offer
The Restricted Share Offer will remain open until 3.00 p.m. on 27 June 2002 and
will then be closed without further notice. ISA Shareholders wishing to elect
for the Restricted Share Offer therefore need to ensure their acceptances are
received prior to this time.
5. Implications of the proposed refinancing of ISA
In the event that Daisytek UK does not receive acceptances which together with
the ISA Ordinary Shares owned by Daisytek UK exceed 90 per cent. of the ISA
Ordinary Shares to which the Offer relates, Daisytek UK intends to proceed to
refinance ISA by subscribing (subject to shareholder clawback) for a share issue
at a price not to exceed one pence per ISA Ordinary Share. The share issue, if
made, will be highly dilutive to the remaining ISA Shareholders who do not take
up their rights.
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6. Closing of the Offer
The Cash Offer will remain open until further notice.
Once acceptances under the Offer and ISA Ordinary Shares otherwise owned legally
and beneficially by Daisytek UK represent more than 90 per cent. of the ISA
Ordinary Shares to which the Offer relates, Daisytek UK intends to give notice
at that time of its intention to close the Cash Offer. Daisytek UK will give at
least 14 days notice in writing, before the Offer is closed, to those
shareholders who have not accepted ISA Shareholders who have not yet accepted
the Offer and who wish to do so should dispatch their Form of Acceptance as soon
as possible. The procedure for acceptance of the Offer is set out on pages 22 to
24 of the Offer Document and on the Form of Acceptance.
7. Board Changes
Daisytek UK is appointing, with effect from 14 June 2002, the following
individuals to the Board of ISA:
James R. Powell Director, President and Chief Executive Officer
of Daisytek and a director of Daisytek UK
John D. Kearney Director and Executive Vice President, Corporate
Development of Daisytek and a director of
Daisytek UK
Ralph Mitchell Executive Vice President, Finance and Chief
Financial Officer of Daisytek Separate
announcements will be made regarding these
appointments.
Enquiries:
Baird +44 (0) 20 7488 1212
Nicholas Sealy
David Silver
The Daisytek Directors and the directors of Daisytek UK accept responsibility
for the information contained in this announcement. To the best of the knowledge
and belief of the Daisytek Directors and the directors of Daisytek UK (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Terms defined in the Offer Document dated 23 May 2002 shall have the same
meanings in this announcement unless the context otherwise requires.
Baird, which is regulated in the UK by the Financial Services Authority, is
acting exclusively for Daisytek and Daisytek UK and no one else in connection
with the Offer and will not be responsible to anyone other than Daisytek and
Daisytek UK for providing the protections afforded to customers of Baird nor for
providing advice in relation to the Offer or any other matter referred to in
this announcement.
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The availability of the Offer to persons outside of the United Kingdom may be
affected by the laws of the relevant jurisdiction. Such persons should inform
themselves about and observe any applicable requirements. The Offer is not being
made, directly or indirectly, in or into or by use of the mail or by any means
or instrumentality (including, without limitation, telephonically or
electronically) of inter-state or foreign commerce of or any facilities of a
national securities exchange of Canada, Australia or Japan. Accordingly, copies
of this announcement, the Offer Document, the Form of Acceptance and any related
documents are not being, and must not be mailed or otherwise distributed or sent
in or into or from Canada, Australia or Japan and doing so may invalidate any
purported acceptance of the Offer.
US shareholders of ISA should note that the Offer is made for the securities of
a non-US company. The Offer is subject to the disclosure requirements of a
country that are different from those of the United States. The financial
information relating to ISA included in the Offer Document was prepared in
accordance with accounting standards that may not be comparable to the financial
statements of US companies.
US shareholders of ISA should be aware that Daisytek UK may purchase shares in
ISA otherwise than under the Offer, such as in the open market or through
privately negotiated purchases.
The shares of New Daisytek Restricted Common Stock offered in connection with
the Offer have not been registered under the United States Securities Act, or
any applicable United States state securities or foreign securities laws and,
unless so registered, may not be offered or sold except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws and upon delivery to
Daisytek of a legal opinion that registration is not required, and the shares of
New Daisytek Restricted Common Stock offered in connection with the Offer will
bear a legend to that effect. The Offer is being made in reliance upon an
exemption from registration under Rule 802 of the Securities Act. ISA
Shareholders who accept the Restricted Share Offer should be aware that they may
be required to bear the financial risks of their investment in shares of New
Daisytek Restricted Common Stock for an indefinite period of time.
The shares of New Daisytek Restricted Common Stock offered in connection with
the Offer have not been recommended or approved by the United States Securities
and Exchange Commission or any other United States federal or state or foreign
securities commission or regulatory authority. Furthermore, the foregoing
authorities have not passed upon the accuracy or determined the adequacy of the
Offer Document or this announcement. Any representation to the contrary is a
criminal offence.
This announcement does not constitute an offer to sell or a solicitation of an
offer to buy any securities.
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This announcement, which is the sole responsibility of Daisytek and Daisytek UK,
has been approved by Baird solely for the purposes of section 21 of the
Financial Services and Markets Act 2000.
If you are in any doubt about the Offer or the action that you should take, you
are recommended to seek your own personal financial advice immediately from your
stockbroker, bank manager, solicitor, accountant or other independent financial
adviser duly authorised under the Financial Services and Markets Act 2000.
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