Tawa PLC Statement re Possible Offer (8317L)
September 10 2012 - 2:00AM
UK Regulatory
TIDMTAW
RNS Number : 8317L
Tawa PLC
10 September 2012
Final: 09/09/12
POTENTIAL OFFER
The Board of Tawa plc announces that it is seeking potential
offerors by means of a formal sale process in accordance with Rule
2.6 of the Takeover Code. There can be no certainty that an offer
will be made or as to the terms of any such offer. A further
announcement will be made as and when appropriate.
The Takeover Panel has granted a dispensation from the
requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such
that any interested party participating in the formal sales process
will not be required to be publicly identified as a result of this
announcement (subject to note 3 on Rule 2.2 of the Code) and will
not be subject to the 28 day deadline referred to in Rule 2.6(a)
for so long as it is participating in the formal sales process.
Interested parties should note Rule 21.2 of the Code, which will
prohibit any form of inducement fee or other offer related
arrangement and that Tawa has not requested any dispensation from
this prohibition at this stage.
Following this announcement the Company is in an offer period as
defined in the Code and the dealing disclosure requirements below
will apply.
In accordance with Rule 2.10 of the Code, the Company confirms
that it has 113,375,177 ordinary shares of 10p each in issue and
admitted to trading on AIM under the UK ISIN GB00B1Z5KB73.
This process is being initiated alongside the business review
announced in June. The aim is to bench mark the shareholder value
creation of the other strategic options available against the
potential immediate value to our shareholders of a bid for the
entire company
Enquiries:
Peel Hunt LLP (Joint Financial Advisor)
James Britton
Guy Wiehahn +44 (0)20 7418 8900
Willis Capital Markets (Joint Financial Advisor)
Tony Ursano +1 212 915 7986
Stephen Mathews +1 212 915 8178
John Philipsz +44 (0)20 3124 8365
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Tawa (as financial adviser and broker) and no one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than Tawa for providing the
protections afforded to its customers or for providing advice in
relation to the matters referred to in this announcement.
Willis Capital Markets, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Tawa (as financial adviser and broker) and no one
else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Tawa
for providing the protections afforded to its customers or for
providing advice in relation to the matters referred to in this
announcement.
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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure."
Capitalised terms under this heading are defined in the Code,
which can also be found on the Panel's website. If you are in any
doubt as to whether or not you are required to make a disclosure
under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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