Update on Formal Sale Process (6998Y)
March 08 2012 - 2:10PM
UK Regulatory
This story was originally intended to be published on
3/6/2012.
TIDMATD
RNS Number : 6998Y
Asterand PLC
06 March 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
This announcement is not an announcement of a firm intention to
make an offer under Rule 2.7 of the City Code on Takeovers and
Mergers (the "Takeover Code") and there can be no certainty that an
offer will be made, nor as to the terms on which any offer will be
made.
6 March 2012
Asterand Plc
("Asterand" or the "Company")
Update on Formal Sale Process
On 24 October 2011, the Company commenced a formal sale process
under the rules of the Takeover Code. After several months of talks
with potential buyers, the Company and its advisers have narrowed
the field to a small number of preferred parties. The Company is
now in advanced negotiations with these parties. The Directors had
expected that it might have been possible to reach an agreement in
February however the complex nature of some of the discussions has
prevented this. The Directors remain confident that a transaction
will be completed, albeit in a longer timescale than previously
envisaged.
At the time of the October announcement, the Company had
received notices of default from two major creditors. The Company
is in a constructive dialogue with these creditors and continues to
receive their support during this process.
For further information, please contact:
Asterand plc
Jack Davis, Chairman and Interim Tel: + 44 (0) 1763 211 600
Chief Executive Officer / + 1 (313) 263-0960
Alan Fishman, Interim Chief As above
Financial Officer
Daniel Stewart & Company plc
Antony Legge Tel: +44 (0) 20 7776 6550
David Hart
Paul Shackleton
Covington Associates LLC
Steven Mermelstein Tel: +1 (914) 420-4510
David Wood
A copy of this announcement will be available at
www.asterand.co.uk. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Daniel Stewart (which is authorised and regulated in the United
Kingdom by the Financial Services Authority) is acting exclusively
for the Company and for no one else in connection with any possible
offer and will not be responsible to anyone other than the Company
for providing the protections afforded to Daniel Stewart's clients
nor for providing advice in relation to any possible offer or any
other matters referred to in this announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise. The distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes
should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation
of the securities law of any such jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) 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 Code, any person who is, or becomes,
interested in 1% 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 pm (London time) 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.
This information is provided by RNS
The company news service from the London Stock Exchange
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