Delisting & Rule 2.10 Announcement
November 06 2009 - 10:00AM
UK Regulatory
TIDMAD.
RNS Number : 1377C
ADL PLC
06 November 2009
ADL plc
Delisting announcement
ADL plc ("ADL" or "the Company"), the provider of personal care to the residents
of care homes it owns or operates in the UK, announced on 26 October 2009 that
the resolution to delist the entire issued share capital of ADL from AIM was
duly passed at the Company's AGM. Cancellation of trading of ADL shares is
expected to take effect at 7.00 a.m. on 11 November 2009.
As previously announced, ADL has appointed its nominated adviser WH Ireland
Limited, to advise on appropriate ways the Company may consider to enable the
minority shareholders to realise their investments. Discussions are at a very
early stage and there can be no certainty that an offer will be forthcoming.At
this time there is no update to provide to shareholders.
ADL has committed to continue to prepare half-yearly reports and will post all
shareholders a copy of the half-yearly report to 30 September 2009 in early
2010. In this report an update of the progress made regarding a route to enable
the minority shareholders to realise their investments will be given.
Shareholders will be notified should any material decision be made prior to the
posting of the half-yearly report.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the
Company confirms that it has 9,885,694 Ordinary Shares of 5 pence each in issue
and until cancellation is admitted to trading on the London Stock Exchange under
UK ISIN code GB0005739999.
Dealing Disclosure Requirements:
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
"Code"), if any person is, or becomes, "interested" (directly or indirectly) in
1% or more of any class of "relevant securities" of the Company, all "dealings"
in any "relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the "offer period" otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of the Company, they will be deemed to be a
single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of the Company by the Company, or by any of its respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks 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 disclose a "dealing" under Rule 8, you should consult the Panel.
ENQUIRIES
+-----------------------------------------+-----------------------------------------+
| Contacts: | |
+-----------------------------------------+-----------------------------------------+
| | |
+-----------------------------------------+-----------------------------------------+
| ADL plc | www.adlcare.co.uk |
+-----------------------------------------+-----------------------------------------+
| Jeremy Davies, Managing Director | +44 (0) 7860 717 458 |
+-----------------------------------------+-----------------------------------------+
| | |
+-----------------------------------------+-----------------------------------------+
| WH Ireland Limited | www.wh-ireland.co.uk |
+-----------------------------------------+-----------------------------------------+
| John Wakefield / Marc Davies | +44 (0) 117 945 3470 |
+-----------------------------------------+-----------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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