FUN Technologies plc - Posting of Scheme Document in connection with the acquisition of an indirect majority interest by Liberty Media Corporation
25 December 2005
Following the announcement on 22 November 2005 that FUN Technologies plc ("FUN" or "the Company") had entered into an agreement with Liberty Media Corporation ("Liberty") whereby Liberty will indirectly acquire a majority interest in FUN by way of a Scheme of Arrangement under section 425 of the Companies Act 1985 (the "Scheme"), the Company is pleased to announce that the Scheme Document will today be posted to registered shareholders of the Company. The Scheme Document will also be filed with Canadian securities regulators and will be accessible online at www.sedar.com. Defined terms in the Scheme Document have the same meanings in this press release. The Scheme Document contains Notice of the Court Meeting of FUN Shareholders which has been convened for 17 February 2006. Providing the Scheme becomes effective, pursuant to the Basic Allocation, Scheme Shareholders will receive 0.5453 of a New FUN Share and 163.69 pence in cash for each FUN Share. Scheme Shareholders are being offered a Mix and Match Facility under which they may, subject to equal and opposite elections being made by other Scheme Shareholders, elect to vary the proportions in which they receive the cash consideration payable and the New FUN Shares to be issued in respect of their holdings of FUN Shares. To the extent that valid elections can be satisfied, Scheme Shareholders will receive a greater proportion of New FUN Shares instead of cash and vice versa on the basis of 324 pence per New FUN Share. To the extent that elections for New FUN Shares and/or cash consideration cannot be satisfied in full, they will be scaled down on a pro-rata basis. Irrespective of the number of Scheme Shareholders who elect for cash consideration or New FUN Shares under the Mix and Match Facility, the total cash consideration to be paid and the total number of New FUN Shares to be issued pursuant to the Scheme will not vary and will not exceed the Maximum Consideration Payable, which is approximately pnds stlg 83.7 million and approximately 27.9 million New FUN Shares (and which excludes New FUN Shares that would be issuable upon exercise of outstanding FUN Options). << The expected timetable of principal events is as follows: ------------------------------------------------------------------------- Announcement of FUN's preliminary unaudited results for the year ending 31 December 2005 by 6 February 2006 ------------------------------------------------------------------------- Latest time for lodging Forms of Proxy 10:00 a.m. (London time) on for Court Meeting 15 February 2006 ------------------------------------------------------------------------- Voting Record Time 4:30 p.m. (London time) on
15 February 2006 ------------------------------------------------------------------------- Court Meeting 10:00 a.m. (London time) on
17 February 2006 ------------------------------------------------------------------------- Latest time for return of Forms of Election 10:00 p.m. (London time) on
6 March 2006 ------------------------------------------------------------------------- Court Hearing (to sanction the Scheme) 7 March 2006 ------------------------------------------------------------------------- Scheme Record Time 4:30 p.m. (London time) on
7 March 2006 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Effective Date of the Scheme 8 March 2006 ------------------------------------------------------------------------- Cancellation of AIM quotation and TSX de-listing for FUN Shares 8 March 2006 ------------------------------------------------------------------------- Admission of New FUN Shares to trading on AIM becomes effective 8 March 2006 ------------------------------------------------------------------------- Listing of New FUN Shares on TSX becomes effective 8 March 2006 ------------------------------------------------------------------------- Credit of CDIs representing New FUN Shares to FUN Shareholders' CREST accounts 8 March 2006 ------------------------------------------------------------------------- Dispatch of share certificates in respect of New FUN Shares and cheques in respect of cash consideration and payment of cash consideration through CREST by 22 March 2006 ------------------------------------------------------------------------- Copies of the Scheme Document are available at the offices of Panmure Gordon at 155 Moorgate, London EC2M 6XB, UK. About FUN Technologies plc FUN Technologies plc is one of the world's leading online casual gaming providers. FUN's strategy is to provide its cutting-edge, person-to-person gaming systems to top, licensed distribution partners in regulated markets around the world. FUN is a public company, incorporated in England and Wales, and is listed on both the Toronto Stock Exchange and the Alternative Investment Market (AIM) of the London Stock Exchange under the symbol "FUN". >> %SEDAR: 00021107E
For further information: James Lanthier, CFO, FUN Technologies, (416) 840-0806; Dominic Morley, Panmure Gordon, +44 (0)20 7614 8388
Source: newswire
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