Exhibit 99.4
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt about the Offer or the action you should take, you are recommended
immediately to seek your own personal financial advice from your stockbroker,
bank manager, solicitor, accountant or other independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 if you are in the
United Kingdom or, if not, from another appropriately authorised independent
professional adviser.
This Form of Acceptance, which relates to the Offer, should be read in
conjunction with the accompanying offer document dated 28 February 2003 (the
"Offer Document"). The definitions used in the Offer Document apply in this Form
of Acceptance. The provisions of Parts A, B and C of Appendix I to the Offer
Document are deemed to be incorporated in and form part of this Form of
Acceptance and should be read carefully by each Eyretel Shareholder.
If you have sold or otherwise transferred all of your Eyretel Shares, please
send this Form of Acceptance, the Offer Document and the reply-paid envelope at
once to the purchaser or transferee or to the stockbroker, bank or other agent
through whom the sale or transfer was effected, for transmission to the
purchaser or transferee. However, such documents should not be distributed,
forwarded or transmitted in or into Canada, Japan or Australia.
The Offer is not being made, directly or indirectly, in or into and is not
capable of acceptance in or from Canada, Australia or Japan. Accordingly,
neither this document nor the Offer Document are being and they must not be,
mailed or otherwise distributed or sent in, into or from Canada, Australia or
Japan, unless Witness Systems, in its sole discretion, determines otherwise. All
persons, including custodians, nominees and trustees should observe these
restrictions and should not send or distribute this document and the Offer
Document in or into Canada, Australia or Japan. Doing so may render invalid any
purported acceptance of the Offer. Any persons (including nominees, trustees and
custodians) who may have a legal or contractual obligation to forward this
document and/or the accompanying documents to any jurisdiction outside the
United Kingdom or the United States should read paragraph 8 of Part B and
paragraph (b) of Part C of Appendix 1 to the Offer Document before doing so.
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FORM OF ACCEPTANCE AND AUTHORITY
Recommended Cash Offer
by GOLDMAN SACHSINTERNATIONAL
on behalf of WITNESS SYSTEMS, Inc.
and (in the United States)
by
WITNESS SYSTEMS, Inc.
for
EYRETEL plc
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PROCEDURE FOR ACCEPTANCE
* To accept the Offer, use this Form of Acceptance and follow the
instructions and notes for guidance set out on pages 2 and 4. All Eyretel
Shareholders who are individuals must sign the Form of Acceptance in the
presence of a witness who must also sign where indicated. If you hold
Eyretel Shares jointly with others, you must arrange for all your
co-holders to sign this Form of Acceptance.
* The information on page 4 of this Form of Acceptance may help to answer
queries you may have about the Form of Acceptance and procedure for
responding to the Offer.
* Please return this Form of Acceptance, duly completed and signed (and
accompanied, if your Eyretel Shares are in certificated form, by your share
certificate(s) and/or other document(s) of title) either by post or by hand
to Capita IRG Plc, Corporate Actions, PO Box 166, The Registry, 00
Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxx, XX0 0XX AS SOON AS POSSIBLE, BUT IN ANY
EVENT SO AS TO BE RECEIVED BY NO LATER THAN 3.00 P.M. (LONDON TIME) ON 21
MARCH 2003. A FIRST CLASS REPLY-PAID ENVELOPE (FOR USE IN THE UK ONLY) IS
ENCLOSED FOR DOCUMENTS LODGED BY POST.
* If your Eyretel Shares are in uncertificated form (that is, in CREST) you
should return this Form of Acceptance duly completed and signed and take
the action set out in paragraph 15(b) of the letter from Xxxxxxx Xxxxx
International contained in the Offer Document in order to transfer your
Eyretel Shares to an escrow balance. For this purpose, the participant ID
of Capita IRG, which will act as the escrow agent for the purposes of the
Offer, is RA10, the member account ID of the Escrow Agent is XXXXXXX and
the Form of Acceptance Reference Number of this Form of Acceptance (for
insertion in the eight characters of the shared note field on the TTE
instruction) is shown next to Box 4. You should ensure that the TTE settles
not later than 3.00 p.m. (London time) on 21 March 2003. 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 NECESSARY TTE
INSTRUCTION TO CRESTCO IN RELATION TO YOUR EYRETEL SHARES.
* IF YOU HOLD EYRETEL SHARES IN BOTH CERTIFICATED AND UNCERTIFICATED FORM,
YOU SHOULD COMPLETE A SEPARATE FORM OF ACCEPTANCE FOR EACH HOLDING.
SIMILARLY, YOU SHOULD COMPLETE A SEPARATE FORM OF ACCEPTANCE FOR EACH
DIFFERENT MEMBER ACCOUNT ID UNDER WHICH EYRETEL SHARES ARE HELD IN
UNCERTIFICATED FORM AND FOR EACH DIFFERENT DESIGNATION UNDER WHICH EYRETEL
SHARES ARE HELD IN CERTIFICATED FORM. YOU CAN OBTAIN FURTHER FORMS OF
ACCEPTANCE BY CONTACTING CAPITA IRG AT THE ADDRESS GIVEN ABOVE OR BY
TELEPHONE ON 0000 0000 000 (OR, IF CALLING FROM OUTSIDE THE UNITED KINGDOM
ON x00 (0) 00 0000 0000).
* If your Eyretel Shares are in certificated form and your share
certificate(s) and/or other document(s) of title is/are not readily
available or is/are lost, this Form of Acceptance should nevertheless be
completed, signed and returned as stated above so as to be received no
later than 3.00 p.m. (London time) on 21 March 2003 and the share
certificate(s) and/or other document(s) of title or an indemnity
satisfactory to Witness Systems should be lodged as soon as possible
thereafter with Capita IRG at the address set out above.
* PLEASE READ PARTS A,B AND C OF APPENDIX 1 TO THE OFFER DOCUMENT, THE TERMS
OF WHICH ARE INCORPORATED IN AND FORM PART OF THIS FORM OF ACCEPTANCE.
* A Form of Acceptance contained in an envelope postmarked in Canada, Japan
or Australia or otherwise appearing to Witness Systems or its agents to
have been sent from any of those countries will not constitute a valid
acceptance of the Offer.
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PLEASE DO NOT DETACH ANY PART OF THIS FORM OF ACCEPTANCE
IF YOU HAVE ANY QUERIES AS TO HOW TO COMPLETE THIS FORM OF ACCEPTANCE,
PLEASE CONTACT CAPITA IRG ON 0000 0000 000
Page 2
HOW TO COMPLETE THIS FORM OF ACCEPTANCE
The provisions of Parts A, B and C of Appendix 1 to the Offer Document are
incorporated into and form part of this Form of Acceptance.
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[1] The Offer
To accept the Offer, insert in Box [1] the total number of Eyretel Shares for
which you wish to accept the Offer. You must also sign Box [2] which will
constitute your acceptance of the Offer, and complete Box [3] and Box [7] . If
applicable, you should also complete Boxes [4], [5] and [6]. If no number or
registered holding of Eyretel Shares is inserted in Box [1] and you have signed
Box [2], you will be deemed to have inserted in Box [1] and to have accepted the
Offer in respect of, your entire registered holding of Eyretel Shares. If your
Eyretel Shares are in CREST you must insert the participant ID and member
account ID in Box [4]. If you put "No" in Box [5], you may be deemed not to have
accepted the Offer.
Complete here
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[2] Signatures
You must sign Box [2] regardless of which other box(es) you complete and, in the
case of a joint holding, arrange for all other joint holders to do likewise.
Each holder must sign in the presence of a witness. The witness must be over 18
years of age and must not be one of the joint registered holders. The same
witness may witness each signature of the joint holders. If the acceptance is
not made by the registered holder(s), insert the name(s) and capacity (e.g.
executor) of the person(s) making the acceptance. A company may either execute
under seal, the seal being affixed and witnessed in accordance with its Articles
of Association or other regulations or, if applicable, in accordance with
Section 36A of the Companies Act 1985.
Sign here
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[3] Full name(s) and address(es)
Complete Box [3] with the full name and address of the sole or first-named
registered holder together with the full names and addresses of all other joint
holders (if any) in BLOCK CAPITALS. Unless you complete Box [6], this is the
address to which your consideration will be sent. If the address inserted in Box
is in Canada, Japan or Australia, you must insert in Box [3] an alternative
address outside Canada, Japan or Australia.
Complete here
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[4] Participant ID and member account ID
If your Eyretel Shares are in CREST, you must insert in Box [4] the participant
ID and the member account ID under which such Eyretel Shares are held by you in
CREST. You must also transfer (or procure the transfer of) the Eyretel Shares
concerned to an escrow balance, specifying in the TTE instructions the
participant ID and the member account ID inserted in Box [4] and the Form of
Acceptance Reference Number of this Form of Acceptance and other information
specified in paragraph 15 of the letter from Xxxxxxx Xxxxx International
contained in the Offer Document.
Complete here
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[5] Other overseas persons
If you are unable to give the representations and warranties required by
paragraph (b) of Part C of Appendix I to the Offer Document, YOU MUST PUT "NO"
IN BOX [5]. If you do not put "NO" in Box [5] you will be deemed to have given
such representations and warranties.
Complete here
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[6] Alternative address for despatch of consideration
If you wish the consideration to be sent to an address other than the address of
the first named holder set out in Box [3] or to someone other than the first
named registered holder at the address set out in Box [3] (e.g. your bank
manager or stockbroker) you should complete Box [6] . Box [6] must also be
completed by holders with registered addresses in Canada, Japan or Australia or
holders who have completed Box [3] with an address in Canada, Japan or
Australia. You must not insert in Box [6] an address in Canada, Japan or
Australia.
Complete here
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[7] Daytime telephone number
Insert in Box [7] your daytime telephone number in case of queries.
Complete here
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Page 3
FORM OF ACCEPTANCE RELATING TO THE OFFER
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[1] TO ACCEPT THE OFFER
Complete Box [1], Box [3] and Box [7] (and, if appropriate, Boxes [4], [5] and
[6]) and sign Box [2] in the presence of a witness.
Box [1]
No. of Eyretel Shares for which
you are accepting the Offer
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[2] SIGN HERE TO ACCEPT THE OFFER AND GIVE THE REQUIRED REPRESENTATIONS AND
WARRANTIES
Box [2]
Individuals
Signed and delivered as a deed by: Note: the signature of each registered
holder should be witnessed
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First registered holder: Witnessed by
1........................... 0.Xxxx................. Address.............
Signature.............. ....................
Second registered holder:
2........................... 0.Xxxx................. Address.............
Signature.............. ....................
Third registered holder:
3........................... 0.Xxxx................. Address.............
Signature.............. ....................
Fourth registered holder:
4........................... 0.Xxxx................. Address.............
Signature.............. ....................
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Companies
Executed as a deed by:
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The common seal of
.......................................... or .................................
Name of corporation was affixed to this deed in the
presence of:
.......................................... .................................
Signature of Director Signature Director
.......................................... .................................
Signature of second Director or Secretary Signature Director
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[3] FULL NAME(S) AND ADDRESS(ES)
Box [3]
First registered holder Third registered holder
Forename(s).............................. Forename(s)..........................
Surname (Mr/Mrs/Miss/Title).............. Surname (Mr/Mrs/Miss/Title)..........
Address.................................. Address..............................
...............Postcode................... ..............Postcode...............
Second registered holder Fourth registered holder
Forename(s).............................. Forename(s)..........................
Surname (Mr/Mrs/Miss/Title).............. Surname (Mr/Mrs/Miss/Title)..........
Address.................................. Address..............................
...............Postcode................... ..............Postcode...............
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[4] PARTICIPANT AND MEMBER ACCOUNT ID Box [4]
===========================
Complete this box only if your Eyretel Shares are Participant ID.............
in CREST. The Reference Number of this Form of Member account ID..........
Acceptance is: ===========================
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[5] OVERSEAS SHAREHOLDERS Box [5]
Please put "No" in Box [5] if you are unable to ==========================
give the warranty relating to overseas shareholders
in paragraph (b) of Part C of Appendix I of
the Offer Document. ==========================
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[6] ALTERNATIVE ADDRESS Box [6]
=========================
Address, if not as specified in Box , outside Name.....................
Canada, Japan or Australia to which consideration Address..................
is to be sent. ........Postcode.........
=========================
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[7] DAYTIME TELEPHONE NUMBER Box [7]
=======================================
Daytime telephone number...............
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Page 4
FURTHER NOTES ABOUT COMPLETING AND LODGING THIS FORM OF ACCEPTANCE
In order to be effective, this Form of Acceptance must, except as mentioned
below, be signed personally by the registered holder or, in the case of a joint
holding, by all of the joint holders and each individual signature must be
independently witnessed. A company must execute this Form of Acceptance under
its common seal, the seal being affixed and witnessed in accordance with its
Articles of Association or other regulations. Alternatively, a company to which
section 36A of the Companies Act 1985 applies may execute this Form of
Acceptance by a director and the company secretary or by two directors of the
company signing the Form of Acceptance and a company incorporated outside
England and Wales may sign in accordance with the laws of the relevant territory
in which the relevant company is incorporated. In both cases, execution should
be expressed to be by the company and each person signing the Form of Acceptance
should state the office which he/she holds and insert the name of the company
above or alongside his/her signature.
In order to avoid delay and inconvenience to yourself, the following points may
assist you:
1. IF A HOLDER IS AWAY FROM HOME (E.G. ABROAD OR ON HOLIDAY)
Send this Form of Acceptance and the Offer Document by the quickest means
(e.g. air mail), but not in, into or from Canada, Japan or Australia, to
the holder for execution or, if he/she has executed a power of attorney
giving sufficient authority, have this Form of Acceptance signed by the
attorney in the presence of a witness. In the latter case, the power of
attorney (or a copy thereof duly certified in accordance with the Powers of
Attorney Act 1971) must be lodged with this Form of Acceptance for noting
(see paragraph 8 below). No other signatures are acceptable.
2. IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED ALL OF YOUR EYRETEL SHARES
You should pass this Form of Acceptance together with the Offer Document
and the reply paid envelope at once, to the purchaser or transferee or to
the stockbroker, bank or other agent through whom the sale or transfer was
effected, for transmission to the purchaser or transferee. However, this
Form of Acceptance and the Offer Document should not be forwarded or
transmitted in, into or from Canada, Japan or Australia. If your Eyretel
Shares are in certificated form, and you wish to sell part of your holding
of Eyretel Shares and also wish to accept the Offer in respect of the
balance but are unable to obtain the balance certificate by 21 March 2003
you should ensure that the stockbroker or other agent through whom you make
the sale obtains the appropriate endorsement or indication, signed on
behalf of Eyretel's registrars, Computershare Services plc, PO Box 82, The
Pavilions, Bridgewater Road, Bristol BS99 7NH.
3. IF THE SOLE HOLDER HAS DIED
If a grant of probate or letters of administration has/have been registered
with Xxxxxxx's registrars Computershare Services plc, this Form of
Acceptance must be signed by the personal representative(s) of the deceased
holder, each in the presence of a witness, and returned either by post or
by hand to Capita IRG at the address given on page 1. If a grant of probate
or letters of administration have not been registered with Eyretel's
registrars, Computershare Services plc, the personal representative(s) or
the prospective personal representative(s) should sign this Form of
Acceptance, each in the presence of a witness, and return it with the share
certificate(s) or other document(s) of title to Capita IRG at the address
given on page 1. However, the grant of probate or letters of administration
must be lodged with Capita IRG before the consideration due under the Offer
can be forwarded to the personal representative(s).
4. IF ONE OF THE JOINT HOLDERS HAS DIED
This Form of Acceptance must be signed by all the surviving holders in the
presence of a witness, and lodged with Capita IRG at the address given on
page 1 with the share certificate(s) and/or other documents of title and
accompanied by the death certificate, the grant of probate or letters of
administration in respect of the deceased holder.
5. IF YOUR EYRETEL SHARES ARE IN CERTIFICATED FORM AND THE SHARE
CERTIFICATE(S) ARE HELD BY YOUR STOCKBROKER, BANK OR SOME OTHER AGENT
Complete this Form of Acceptance and, if the share certificate(s) is/are
readily obtainable, deliver this completed Form of Acceptance to your bank,
stockbroker or other agent for lodging with Capita IRG at the address given
on page 1 accompanied by the share certificate(s) and/or other document(s)
of title. If the share certificate(s) is/are not readily obtainable, send
this Form of Acceptance duly completed to Capita IRG at the address given
on page 1 together with a note saying, for example, "Share certificate(s)
to follow" and arrange for the share certificate(s) to be forwarded to
Capita IRG at the address given on page 1 as soon as possible thereafter.
It would be helpful for your agent to be informed of the full terms of the
Offer.
6. IF YOUR EYRETEL SHARES ARE IN CERTIFICATED FORM AND THE SHARE
CERTIFICATE(S) HAVE BEEN LOST
Complete this Form of Acceptance and lodge it, together with any share
certificate(s) available, with Capita IRG at the address given on page 1
accompanied by a letter stating that you have lost one or more of your
share certificate(s). At the same time you should write to Xxxxxxx's
registrars, Computershare Services plc at the address given in paragraph 2
above, requesting that they send you a letter of indemnity for completion.
When completed, the letter of indemnity must be lodged with Capita IRG at
the address given on page 1 in support of this Form of Acceptance as soon
as possible.
7. IF YOUR EYRETEL SHARES ARE IN CREST
You should take the action set out in paragraph 15 of the letter from
Xxxxxxx Xxxxx International contained in the Offer Document to transfer
your Eyretel Shares to an escrow balance. You are reminded to keep a record
of the Form of Acceptance Record Number so that such number can be inserted
in the TTE instruction.
If you are a CREST sponsored member, you should
refer to your CREST sponsor before taking any action, as only your CREST
sponsor will be able to send the necessary TTE instruction to CRESTCo in
relation to your Eyretel Shares.
8. IF THIS FORM OF ACCEPTANCE IS SIGNED UNDER A POWER OF ATTORNEY
The completed Form of Acceptance, together with the share certificate(s)
and/or other document(s) of title, should be lodged with Capita IRG at the
address given on page 1, accompanied by the original power of attorney (or
a copy thereof duly certified in accordance with the Powers of Attorney Act
1971). The power of attorney will be noted by Xxxxxx XXX and returned as
directed.
9. IF YOUR NAME OR OTHER PARTICULARS DIFFER FROM THOSE APPEARING ON YOUR SHARE
CERTIFICATE(S), FOR EXAMPLE:
(a) Name on the certificate................................. Xxxxx Xxxxx
Correct name........................................Xxxxx Xxxx Xxxxx
Complete this Form of Acceptance with the correct name and lodge it
with Capita IRG at the address given on page 1 accompanied by your
share certificate(s) and by a letter from your bank, stockbroker or
solicitor confirming that the person described on the share
certificate(s) and the person who has signed this Form of Acceptance
are one and the same.
(b) Incorrect address on the share certificate(s)
Write the correct address in Box of this Form of Acceptance.
(c) Change of name
If you have changed your name, lodge your marriage certificate or the
deed poll or, in the case of a company, a copy of the certificate of
incorporation on change of name, with this Form of Acceptance for
noting.
10. IF YOU ARE NOT RESIDENT IN THE UNITED KINGDOM OR THE UNITED STATES
The attention of Eyretel Shareholders not resident in the United Kingdom or
the United States is drawn, in particular to paragraph 8 of Part B and
paragraph b of Part C of Appendix I to the Offer Document.
WITHOUT PREJUDICE TO PART B OF APPENDIX I OF THE OFFER DOCUMENT, WITNESS
SYSTEMS RESERVES THE RIGHT TO TREAT AS VALID ANY ACCEPTANCE OF THE OFFER
WHICH IS NOT ENTIRELY IN ORDER OR WHICH IS NOT ACCOMPANIED BY THE RELEVANT
SHARE CERTIFICATE(S) AND/OR OTHER DOCUMENT(S) OF TITLE. IN THAT EVENT, NO
PAYMENT OF CASH UNDER THE OFFER WILL BE MADE UNTIL AFTER THE RELEVANT SHARE
CERTIFICATE(S) AND/OR OTHER DOCUMENT(S) OF TITLE OR INDEMNITIES
SATISFACTORY TO WITNESS SYSTEMS HAVE BEEN RECEIVED BY CAPITA IRG AT THE
ADDRESS GIVEN ON PAGE 1. NOTWITHSTANDING THAT NO SHARE CERTIFICATE(S)
AND/OR OTHER DOCUMENTS OF TITLE IS/ARE DELIVERED WITH THIS FORM OF
ACCEPTANCE, THE FORM, IF OTHERWISE VALID AND ACCOMPANIED BY AN APPROPRIATE
ENDORSEMENT OR CERTIFICATION TO THE EFFECT THAT THE EYRETEL SHARES REFERRED
TO THEREIN ARE AVAILABLE FOR ACCEPTANCE, AND SIGNED ON BEHALF OF THE
EYRETEL'S REGISTRARS, COMPUTERSHARE SERVICES PLC, AND DELIVERED TO CAPITA
IRG AT THE ADDRESS GIVEN ON PAGE 1 MAY BE TREATED AS VALID FOR ALL
PURPOSES.
