Update from Esop website:
[FONT=Verdana, Arial, Helvetica, sans-serif]In our communication of 19th June, the eircom ESOP Trustee advised that it had agreed to a request from Singapore Technologies Telemedia Communications Limited (‘STTC’) to support their bid to acquire Eircom Holdings Limited (‘ERC’) on an exclusive basis for a period of time.
[/FONT] [FONT=Verdana, Arial, Helvetica, sans-serif]The ESOP board is pleased to report that ERC and STTC have now reached agreement on the terms of an Offer ( the ‘STTC Offer’) to acquire the entire issued capital of ERC, by means of a Scheme of Arrangement ( ‘the Scheme’). STTC have established a bid company called Emerald Communications (Cayman) SPC to make the offer.[/FONT]
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[FONT=Verdana, Arial, Helvetica, sans-serif]The Directors of ERC are unanimously recommending that their shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to an Independent Expert opinion that the transaction is in the best interests of shareholders.[/FONT]
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[FONT=Verdana, Arial, Helvetica, sans-serif]The ESOP board, in conjunction with its advisers, has engaged in discussions with the STTC and ERC in relation to how the STTC Offer will proceed and on terms that will govern the shareholder relationship between STTC and ESOT into the future.[/FONT]
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[FONT=Verdana, Arial, Helvetica, sans-serif]The board is currently preparing ESOP Extra 21, which will contain details of the STTC Offer and the ESOP Proposal and this will be sent in due course to beneficiaries after ERC have issued the Scheme Booklet to their shareholders (see below).[/FONT]
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[FONT=Verdana, Arial, Helvetica, sans-serif]As the STTC Offer is being made by way of a Scheme of Arrangement, the timetable for completion is subject to Australian regulatory and legal requirements. ERC have indicated that a Scheme Booklet containing full details of the Offer and the return of ERC’s Surplus Cash pursuant to a return of capital, including an Independent Expert’s report is expected to be sent to ERC shareholders in November 2009. ERC Shareholders will be asked to vote on the Scheme at a shareholders’ meeting expected to be held in Sydney in December 2009. Actual dates will be announced with the dispatch of the Scheme Booklet.[/FONT]
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[FONT=Verdana, Arial, Helvetica, sans-serif]In order for the STTC Offer to be successful it is a requirement that the ESOP beneficiaries approve of the arrangements in a ballot. Details of the ESOP ballot will be contained in ESOP EXTRA 21.[/FONT]
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[FONT=Verdana, Arial, Helvetica, sans-serif]It is envisaged, subject to all the relevant approvals being obtained, that the STTC Offer will complete early in 2010.[/FONT]
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[FONT=Verdana, Arial, Helvetica, sans-serif]On behalf of the ESOP board, I look forward to having the opportunity to welcome STT as a long term partner that is well placed particularly in the light of its industry experience to make a valuable contribution as the company moves forward.[/FONT]
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[FONT=Verdana, Arial, Helvetica, sans-serif]The ESOP will not be making any further comment at this time.[/FONT]