Friday is technically the last day to accept the offer by Valentia Telecommunications for your Eircom shares. The offer will probably be extended but if you want to accept the offer at this stage then you must follow the procedure, which is outlined below.
What you should have received from Valentia:
By now you should have received the document from Valentia setting out the €1.365 offer for each Eircom share - a cash payment of €1.335 and a dividend of three cents per share. In addition to the offer document, your pack from Eircom should include an explanatory leaflet setting out the main points of the proposed takeover and a guide to filling out a Form of Acceptance and a pre-paid reply envelope.
What do you do now?
Decide if you want to accept or reject the offer.
If you want to accept the offer:
You must complete the Form of Acceptance and return it with your Eircom share certificates, if you hold your shares in paper certificates, by Friday, September 21st - the closing date. If you do not have a paper share certificate, your shares are held electronically in a nominee account or in a CREST account.
Remember to include both the share certificates you received just after Eircom was floated in July 1999 and the bonus share certificates you would have received a year after the flotation.
Filling in the acceptance form:
Check that your personal details - name, address and the number of shares you own - pre-printed on the form are correct.
Sign the form. Have your signature witnessed - the form must be witnessed by an adult who is not a family member of the shareholder.
What if you cannot find your share certificates?
NCB Corporate Finance, adviser to Valentia, says you can still accept the offer and send back a completed Form of Acceptance. But you should include a letter explaining that the share certificates are lost.
Then you need to write to the Eircom share registrar - the address is on the Form of Acceptance - asking for a letter of indemnity, which must then be sent on to Valentia.
Rejecting the offer:
Ignore the Form of Acceptance.
What will happen after September 21st?
It depends. The offer involves a number of conditions that need to be fulfilled, including receiving acceptances covering 80 per cent of Eircom shares.
If all the conditions are fulfilled the offer will go wholly unconditional. If this happens, shareholders who have returned their Form of Acceptances by the closing date will receive the cash payment part of the consideration - €1.335 - from Valentia within 14 days.
The separate dividend part of the consideration - three cents per share - will also be sent to shareholders by Eircom around the same time. If the conditions as to 80 per cent acceptances are not met then Valentia is expected to extend the offer for three weeks.
What about the shareholders who have not accepted the offer?
They will not automatically get their money. If the offer goes wholly unconditional, Valentia has four months to compulsorily acquire the shares of the shareholders who did not accept the offer.
Valentia may write to the shareholders inviting them again to take up the offer. Alternatively, it could acquire the shares, lodge the money in an Eircom account and write to the shareholders telling them their shares have been acquired, where the payment has been lodged and how they can claim it.
Will I be able to keep my shares?
You do not have to accept the offer but, if Valentia gets acceptances covering 80 per cent of Eircom shares, it can proceed to acquire all the shares in the company and you will have to sell.
Need more help:
You can call the Valentia help-line: telephone 1850-303803 from the Republic and 353-1-2771029 from outside the Republic.
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