Voluntary Conditional General Offer for Pacific Internet Limited
by
Pacnet
(1) The Offeror intends to make the Offer for all the issued ordinary shares in the capital of PacNet (the "PacNet Shares"), other than the PacNet Shares already held as at the date of the Offer by the Offeror, in accordance with Rule 15 of the Singapore Code on Take-overs and Mergers (the "Singapore Code") and the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and subject to the terms and conditions set out in the offer to purchase (the "Offer to Purchase") to be issued by the Offeror.
The Offer will be on the following basis:
- For each PacNet Share: US$10.00 net in cash, without interest, less brokerage fees and less any required taxes ("Offer Price").
(2) The Offer will be extended, on the same terms and conditions, including the same Offer Price, to:
(a) all the issued PacNet Shares, including those PacNet Shares owned, controlled or agreed to be acquired by parties acting or deemed to be acting in concert with the Offeror in connection with the Offer (other than PacNet Shares held by the Offeror); and
(b) all new PacNet Shares unconditionally issued or to be issued pursuant to the valid exercise, prior to final expiration of the Offer, of any options (each, an "Option") to subscribe for new PacNet Shares granted under the 1999 Share Option Plan (the "PacNet 1999 Share Option Plan").
Under the rules of the PacNet 1999 Share Option Plan, the Options are not freely transferable by the holders thereof. In view of this restriction, the Offeror will not make an offer to acquire the Options (although for the avoidance of doubt, the Offer will be extended to all new PacNet Shares issued or to be issued pursuant to the valid exercise of the Options on or prior to the final expiration of the Offer). The Offeror will, however, in accordance with Rule 19 of the Singapore Code, make an appropriate proposal to the holders of such Options (the "Options Proposal") when the Offer is made. Details of the Options Proposal will be set out in the Offer to Purchase.
(3) The Offer will be conditional on the tender of a sufficient number of PacNet Shares such that the Offeror would own more than 50 per cent. (including the PacNet Shares currently held by the Offeror) of the voting rights attributable to the issued share capital of PacNet as at the final expiration of the Offer (including PacNet Shares issued or to be issued pursuant to Options validly exercised on or before the final expiration date of the Offer), in accordance with the requirements of the Singapore Code (the "Minimum Acceptance Condition"); and
(4) In addition, the Offer will be conditional upon other conditions set out in the Appendix to the Offer Announcement (collectively, and together with the Minimum Acceptance Condition, all the conditions of the Offer are referred to as the "Conditions"). The Offeror has reserved the right to waive in whole or in part or all of the Conditions set out in the Appendix other than the Minimum Acceptance Condition.
A copy of the Offer Announcement is attached to this Announcement. The Board as yet does not have a position on the Offer.
The Board has formed a special committee consisting of three independent directors to consider and to advise the Board with regard to the appointment of an independent financial adviser in connection with the Offer and the recommendation to be made to Shareholders in respect of the Offer. The members of this special committee are Sajjad Akhtar, Stephen Berger and Neil Jones.
The Board of Directors of PacNet will be appointing an independent financial adviser in connection with the Offer. A circular containing the advice of the independent financial adviser and the recommendation of the directors of PacNet who are considered independent for the purposes of evaluating the Offer will be sent to Shareholders within 14 days from the date of despatch of the Offer to Purchase to be issued by the Offeror. In the meantime, Shareholders are advised to refrain from taking any action in relation to their PacNet Shares which may be prejudicial to their interests.
The Directors of PacNet have taken all reasonable care to ensure that the facts stated and opinions expressed in this announcement are fair and accurate, and that no material facts have been omitted and they jointly and severally accept responsibility accordingly. Where any information has been extracted from published or otherwise publicly available sources, the sole responsibility of the Directors of PacNet has been to ensure through reasonable enquiries that such information has been accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this announcement. 29.05.2007
FCA Member
Contact Pacnet
1/1 Southbank Boulevard
Southbank
VIC 3006
Tel: 13 36 39
