TIDMPNA
RNS Number : 7030X
Penna Consulting PLC
09 May 2016
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 SUCH
JURISDICTION
9 May 2016
PENNA CONSULTING PLC
("Penna" or "the Company")
Issue of new Ordinary Shares and transfer of Ordinary Shares out
of treasury and from the Penna Employee Benefit Trust
Rule 2.10 announcement
Directors' dealings
Penna Consulting plc (PNA:AIM), the international human
resources consulting group, announces that it has issued 1,804,359
new Ordinary Shares and transferred 148,099 existing Ordinary
Shares out of treasury and that 467,974 existing Ordinary Shares
have been transferred from the Penna Employee Benefit Trust to
satisfy the exercise of certain options by certain employees and
Directors ("Options").
The 1,804,359 new Ordinary Shares have been issued under the
Company's existing blocklisting announced on 29 April 2016.
The Options have been exercised following the sanction of the
scheme of arrangement (the "Scheme"), by means of which the
recommended cash offer for the Company by Olsten (U.K.) Holdings
Limited (a wholly-owned subsidiary of Adecco Group AG, formerly
known as Adecco S.A.) is being implemented, earlier today.
The suspension of the Ordinary Shares from trading announced
this morning remains in effect and the Company continues to expect
that, following registration with the Registrar of Companies of the
order sanctioning the Scheme on 10 May 2016, the admission of the
Ordinary Shares to AIM will be cancelled with effect from 7.00 a.m.
on 11 May 2016.
Rule 2.10
In accordance with Rule 2.10 of the City Code on Takeovers and
Mergers (the "Code"), the Company confirms that is has a total of
27,879,463 Ordinary Shares of 5 pence each in issue and admitted to
AIM under ISIN reference GB0006794662.
The above figure of 27,879,463 Ordinary Shares may be used by
Penna Shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest
in, or a change to their interest in Penna under the Disclosure and
Transparency Rules.
Directors' dealings
Following the exercise of the Options, the relevant Directors'
holdings of Ordinary Shares are as follows:
Name of Director Number of Ordinary Number of Ordinary
Shares held prior Shares held following
to the exercise the exercise
of options on of options on
9 May 2016 9 May 2016
Gary Browning 61,727 755,493
David Firth 20,463 620,463
Julie Towers 11,820 311,820
Bev White 15,436 415,436
Penny de Valk - 100,000
Following the exercise of the Options, none of the Directors and
none of the Company's employees have a residual interest in any
options over Ordinary Shares, other than Gary Browning, who retains
options over 506,234 Ordinary Shares, all of which are expected to
be exercised later today immediately following the Scheme Record
Time.
The Panel Executive has agreed on an ex-parte basis that the
dealings above have no Code consequences. This announcement has
been made with the consent of Olsten (U.K.) Holdings Limited.
A copy of this announcement will be made available on the
Company's website.
Enquiries:
Penna Consulting plc
Gary Browning, Chief Executive Tel: +44 (0) 207
332 7993
David Firth, Finance Director
Panmure Gordon (UK) Limited Tel: +44 (0) 207
886 2500
Rule 3 Adviser, Nominated
Adviser & Broker
Karri Vuori / Dominic Morley
/ James Greenwood
J.P. Morgan Cazenove Tel: +44 (0) 20 7742
Financial adviser to Penna 4000
Christopher Dickinson
Guy Bomford
Vigo Communications Tel: +44 (0) 20 7830
9700
Ben Simons, Jeremy Garcia
or Fiona Henson
Panmure Gordon (UK) Limited ("Panmure Gordon") is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
("FCA"). Panmure Gordon is acting as Rule 3 Adviser, nominated
adviser and corporate broker exclusively for Penna and no one else
in connection with the Offer and other matters set out in this
Announcement and will not regard any other person as its client in
relation to the matters set out in this Announcement and will not
be responsible to anyone other than Penna for providing the
protections afforded to clients of Panmure Gordon, nor for
providing advice in relation to any matter referred to herein.
J.P. Morgan Limited is authorised and regulated in the United
Kingdom by the FCA. J.P. Morgan Limited conducts its UK investment
banking business as J.P. Morgan Cazenove. J.P. Morgan Cazenove is
acting as financial adviser exclusively for Penna and no one else
in connection with the Offer and other matters set out in this
Announcement and will not regard any other person as its client in
relation to the matters set out in this Announcement and will not
be responsible to anyone other than Penna for providing the
protections afforded to clients of J.P. Morgan Cazenove, nor for
providing advice in relation to any matter referred to herein.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 on the 10th Business Day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm 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 per cent. 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 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 Takeover 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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