Datong Plc : Seven Tech. Holdings - Offer Document Posted

Not for release, publication or distribution, in whole or in part, directly or indirectly in, into or from the united states, australia, canada, the republic of south africa or japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction

14 May 2013

RECOMMENDED CASH offer by

SEVEN TECHNOLOGIES HOLDINGS LIMITED

FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF

Datong PLC

Posting of Offer Document

Following the announcement on 10 May 2013 of Seven Technologies Holdings Limited's ("Seven") intention to make a recommended cash offer (the "Offer") to acquire the entire issued and to be issued share capital of Datong plc ("Datong") at the offer price of 50 pence per Datong Share, the parties announce that the offer document (the "Offer Document") containing full terms of, and conditions to, the Offer, is being posted today to Datong Shareholders, holders of options in the Datong Share Option Scheme and persons with information rights, together with the related Form of Acceptance (in respect of Datong Shares in certificated form).

The Offer will initially remain open for acceptance until 1.00 pm (London time) on 4 June 2013.

In order to accept the Offer, Datong Shareholders who hold their Datong Shares in certificated form (that is, not in CREST) should complete, in accordance with the instructions printed on it, sign and return the Form of Acceptance (together with their share certificate(s) and any other documents of title) as soon as possible and, in any event, so as to be received by no later than 1.00 pm (London time) on 4 June 2013 by Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, B63 3DA.   The procedure for acceptance of the Offer in respect of certificated Datong Shares is set out in paragraph 13(a) of the letter from Seven which forms Part II of the Offer Document and Appendix 1 to the Offer Document and in the accompanying Form of Acceptance.

In order to accept the Offer, Datong Shareholders who hold their DatongShares in uncertificated form (that is, in CREST), should make their acceptance electronically through CREST so that the TTE instruction(s) settles not later than 1.00 pm (London time) on 4 June 2013. If you are a CREST sponsored member you should refer to your CREST sponsor before taking any action. Only your CREST sponsor will be able to send the TTE Instruction(s) to Euroclear in relation to your Datong Shares in uncertificated form. The procedure for acceptance of the Offer in respect of uncertificated Datong Shares is set out in paragraph 13(b) of the letter from Seven which forms Part II of Offer Document and Appendix I to the Offer Document.

Copies of the Offer Document and the Form of Acceptancewill be available for inspection at the offices of Osborne Clarke at One London Wall, London, EC2Y 5EB, during normal business hours on any weekdays (Saturdays, Sundays and public holidays excepted).

Publication on websites

A copy of this announcement and the Offer Document,are available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Seven's website at http://www.Seventechnologies.co.uk and the Datong website (http://www.datong.co.uk/investor_relations.htm by no later than 12 noon on 15 May 2013 and will remain so during the course of the Offer.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

Capitalised terms used but not defined in this announcement have the same meaning as given to them in the Offer Document.

Enquiries

BDO, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Seven, as financial adviser in relation to the Offer, and is not acting for or advising any other person and accordingly will not be responsible to any other person other than Seven for providing the protections afforded to the clients of BDO or for providing advice in relation to the contents of this announcement or any offer or arrangement referred to herein or in the Offer Document and Form of Acceptance.  Neither BDO nor any of its affiliates owns or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BDO in connection with this announcement, any statement contained herein or otherwise.

Cavendish, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Datong and no one else in connection with the Offer and will not be responsible to anyone other than Datong for providing the protections afforded to customers of Cavendish or for providing advice in relation to the Offer or any other matter referred to herein.

Disclosure requirements of the Code

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. 

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. on the 10th Business Day following the announcement in which any paper offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8.  A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.  If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Overseas jurisdictions

The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law.  Therefore persons into whose possession the Offer Document or this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions.  Datong Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay.  Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if the announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

In particular, unless otherwise determined by Seven and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by the use of mails or any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction (including the United States, Australia, Canada, the Republic of South Africa and Japan).  Accordingly, except as required by applicable law, copies of the Offer Document and this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction.  Persons receiving the Offer Document or this announcement (including without limitation nominees, trustees or custodians) must not forward, distribute or send it into any Restricted Jurisdiction.