COMPULSORY EIDOS
SHARE ACQUISITION
Copyright 2005 Eidos Press Release
[ July 6th 2005 ]
On 16
May 2005, SCi Entertainment Group Plc ('SCi')
announced that the offer by KBC Peel Hunt Ltd
on behalf of SCi for the existing issued and to
be issued share capital of Eidos PLC ('Eidos')
had been declared wholly unconditional. The board
of SCi now announces that at 1.00pm on 5 July
2005, SCi had received valid acceptances of the
Offer in respect of a total of 128,542,895 Eidos
Shares, representing approximately 90.52 per cent.
of the issued ordinary share capital of Eidos.
Since
valid acceptances have been received in respect
of more than nine-tenths in value of the Eidos
Shares to which the offer relates, SCi is entitled
to exercise its rights pursuant to sections 428-430F
of the Companies Act 1985 (the 'Act') to acquire
compulsorily all of the outstanding Eidos Shares
in respect of which valid acceptances have not
been received. Accordingly, compulsory acquisition
notices pursuant to section 429 of the Act in
exercise of such rights have today been dispatched
to the holders of Eidos Shares who have not yet
accepted the Offer. The transfer of the compulsorily
acquired Eidos Shares is expected to take place
on 17 August 2005.
Consideration
in respect of valid acceptances received following
the date of this announcement will be despatched
to accepting Eidos Shareholders within 14 days
of such receipt. The Offer will remain open for
acceptance by Eidos Shareholders until 1.00 p.m.
on 17 August 2005.
Eidos
Shareholders who hold their shares in certificated
form and who have not yet accepted the Offer should
complete and return their Forms of Acceptance
to Capita Registars, Corporate Actions, PO Box
166, The Registry, 34 Beckenham Road, Beckenham,
Kent, BR3 4TH. Holders of Eidos Shares in uncertificated
form may only accept the Offer in respect of such
shares by TTE Instruction in accordance with the
procedure set out in paragraph 16 (b) of Part
II of the Offer Document. If you are a CREST sponsored
member you should refer to your CREST sponsor.
Eidos Shareholders who are in any doubt as to
the procedure for acceptance or who require assistance
with filling in the Form of Acceptance should
call Capita IRG on 0870 162 3121.
As set
out in the Offer Document sent to Eidos Shareholders
on 19 April 2005, SCi received irrevocable undertakings
to accept or procure the acceptance of the Offer
in respect of 66,279,421 Eidos Shares, representing
approximately 46.7 per cent. of the issued share
capital of Eidos. Acceptances under the Offer
have been received in respect of all of the Eidos
Shares the subject of these undertakings.
SCi intends
to procure the making of an application by Eidos
for the cancellation of the listing of Eidos Shares
on the Official List and trading on the London
Stock Exchange and of the listing of the Eidos
Shares on NASDAQ with effect from 17 August 2005
or such later date as it may determine and, thereafter,
to re-register Eidos as a private company under
the relevant provisions of the Act. The Offer
remains subject to the terms and conditions set
out in the Offer Document sent to Eidos Shareholders
on 19 April 2005. The definitions contained in
the Offer Document shall apply for the purposes
of this announcement.
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