Rule 8.4
August 07 2009 - 11:02AM
UK Regulatory
TIDMCNT TIDMFNT
RNS Number : 1142X
Connaught PLC
07 August 2009
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
Connaught plc - Fountains plc - Offer Update
7 August 2009
Rule 8.4 - Recommended share offer for Fountains plc ("Fountains") by Connaught
plc ("Connaught")
On 22 July 2009, Connaught and Fountains announced the posting of a circular
(the "Scheme Document") to Fountains Shareholders giving details of, amongst
other things, the Scheme, the terms and conditions of the Offer and the
irrevocable undertaking and the non-binding letters of intent that Connaught had
received from certain Fountains Shareholders to vote in favour of the Scheme
Resolutions.
Connaught announces that Hargreave Hale Limited ("Hargreave Hale"), a Fountains
Shareholder that had given a non-binding letter of intent in respect of 988,078
Fountains Shares, has disposed of certain Fountains Shares and now holds 934,328
Fountains Shares (the "Residual Holding"). Accordingly, its non-binding letter
of intent is now given in respect of its Residual Holding which represents 6.21
per cent of Fountain's existing issued share capital at the date of this
announcement.
Accordingly, following the disposal by Hargreave Hale Connaught confirms that it
holds:
* irrevocable undertakings to vote in favour of the Scheme Resolutions in respect
of 1,153,000 Fountains Shares representing 7.67 per cent. of the issued share
capital of Fountains; and
* non-binding letters of intent to vote in favour of the Scheme Resolutions in
respect of, in aggregate, 4,590,528 Fountains Shares representing 30.53 per cent
of the issued share capital of Fountains.
Terms defined in the Scheme Document shall have the same meanings in this
announcement.
Enquiries:
+----------------------------------------------------+----------------------+
| Connaught plc | Tel: +44 (0)1392 444 |
| | 546 |
+----------------------------------------------------+----------------------+
| Mark Davies, Chief Executive Officer | |
+----------------------------------------------------+----------------------+
| Stephen Hill, Financial Director | |
+----------------------------------------------------+----------------------+
| | |
+----------------------------------------------------+----------------------+
| Close Brothers Corporate Finance | Tel: +44 (0) 207 655 |
| Limited (financial adviser to Connaught) | 3100 |
+----------------------------------------------------+----------------------+
| Peter Alcaraz | |
+----------------------------------------------------+----------------------+
| Jonathan Arrowsmith | |
+----------------------------------------------------+----------------------+
| Sam Barnett | |
+----------------------------------------------------+----------------------+
| | |
+----------------------------------------------------+----------------------+
Close Brothers, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Connaught and is acting
for no one else in connection with the Offer and will not be responsible to
anyone other than Connaught for providing the protections afforded to clients of
Close Brothers, nor for providing advice in connection with the Offer or any
other matters referred to herein.
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Connaught or Fountains plc ("Fountains"), 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 p.m. (London time)
on the London business day following the date of the relevant transaction. This
requirement will continue until the Scheme Effective Date or the date on which
the Scheme lapses or is otherwise withdrawn or on which the "offer period" (for
the purposes of the City Code) 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 Connaught or Fountains,
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 City Code, all "dealings" in "relevant
securities" of Fountains by Connaught, or of Connaught by Fountains, or by any
of their 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 City 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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