Belgravium Technologies PLC Statement re. Possible Offer (6404L)
July 07 2014 - 10:00AM
UK Regulatory
TIDMBVM TIDMTRAK
RNS Number : 6404L
Belgravium Technologies PLC
07 July 2014
Belgravium Technologies plc
Statement re. Possible Offer
Not for release, publication or distribution in whole or in
part, in or into the United States, Canada, Australia or Japan or
any other jurisdiction where to do so would be unlawful.
Belgravium Technologies plc ("Belgravium" or the "Company")
Statement re. Possible Offer and Rule 2.10 announcement
The Company announces that it has received an approach from
Trakm8 Holdings plc ("Trakm8") that may or may not lead to an offer
being made for the Company. There can be no certainty that an offer
will be made for Belgravium, nor as to the terms on which an offer
may be made.
Rule 2.6(a) of the City Code on Takeovers and Mergers (the
"Takeover Code"), requires that Trakm8, by not later than 5.00 p.m.
on 4 August 2014 (the "relevant deadline"), either announce a firm
intention to make an offer for Belgravium in accordance with Rule
2.7 of the Takeover Code or announce that it does not intend to
make an offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Takeover Code applies.
The relevant deadline will cease to apply to Trakm8 if another
offeror announces, prior to the relevant deadline, a firm intention
to make an offer for Belgravium. In such circumstances, Trakm8 will
be required to clarify its intentions in accordance with Rule
2.6(d) of the Takeover Code.
This is an announcement falling under Rule 2.4 of the Takeover
Code and does not constitute an announcement of a firm intention to
make an offer under Rule 2.7 of the Takeover Code. There can be no
certainty that an offer will be made, nor as to the terms on which
any offer might be made.
A further announcement will be made as and when appropriate.
Rule 2.10
In accordance with Rule 2.10 of the Takeover Code, the Company
confirms that it has 100,936,547 ordinary shares of 5 pence each in
issue. The ISIN reference for these securities is GB0002961224.
Ends
Contacts:
Belgravium Technology plc www.belgravium-technologies.com
John Kembery, Chairman +44 (0) 7770 731 021
WH Ireland Limited (Nominated Adviser www.wh-ireland.co.uk
and Broker)
Mike Coe/ Ed Allsopp (Corporate Finance) +44 (0) 117 945 3470
WH Ireland Limited which is regulated in the United Kingdom by
The Financial Conduct Authority is acting for the Company in
relation to the matters described in this announcement and is not
advising any other person, and accordingly will not be responsible
to anyone other than the Company for providing the protections
afforded to customers of WH Ireland or for providing advice in
relation to the matters described in this announcement.
The directors of Belgravium accept responsibility for the
information contained in this announcement. To the best of their
knowledge and belief (having taken all reasonable care to ensure
that such is the case), the information contained in this
announcement for which they are responsible is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at www.trakm8.com by no later than 12 noon (London
time) on the business day following the release of this
announcement in accordance with Rule 30.4 of the Code. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
Disclosure requirements of the Takeover Code (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 securities exchange 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
securities exchange 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
securities exchange 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 securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange 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 securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange 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 securities exchange 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
securities exchange 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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