TIDMRUR
RNS Number : 3413T
Rurelec PLC
11 October 2017
Not for release, publication or distribution (in whole or in
part), directly or indirectly in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction.
This is an announcement falling under Rule 2.4 of the City Code
on Takeovers and Mergers (the "Code") and does not constitute an
announcement of a firm intention to make an offer under Rule 2.7 of
the Code. There can be no certainty that an offer for Rurelec will
ultimately be made, nor as to the terms on which any offer might be
made.
Rurelec PLC
("Rurelec")
Statement re share price movement
Rurelec notes the recent rise in the share price of the Company
and confirms that it is in the early stages of discussions with a
consortium led by Peter Earl (former Chief Executive Officer of
Rurelec), which may or may not be funded by IEH Limited, a company
connected to Rurelec's joint venture partner in Patagonia Energy
Limited (the "Consortium") regarding a possible offer for the
entire issued and to be issued share capital of Rurelec.
These discussions are at an early stage and there can be no
certainty that any offer for Rurelec will ultimately be made, nor
as to the terms of any such offer, should one be forthcoming. This
announcement does not amount to a firm intention to make an offer
under Rule 2.7 of the City Code on Takeovers and Mergers (the
"Code").
As a consequence of this announcement, an 'Offer Period' has now
commenced in respect of Rurelec in accordance with the rules of the
Code. The attention of Rurelec's shareholders is drawn to the
disclosure requirements of Rule 8 of the Code, which are summarised
below.
In accordance with Rule 2.6(a) of the Code, the Consortium must,
by not later than 5.00 p.m. on 8 November 2017, either announce a
firm intention to make an offer for Rurelec in accordance with Rule
2.7 of the 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 Code applies. This deadline will
only be extended with the consent of the Panel on Takeovers and
Mergers ("the Panel").
A further announcement will be made as and when appropriate.
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be published on Rurelec's website at
www.rurelec.com. The content of this website is not incorporated
in, and does not form part of, this announcement.
Enquiries:
Rurelec PLC WH Ireland Limited
Simon Morris, Director Paul Shackleton and
Andy Coveney, Director James Bavister
Tel: 020 7025 8026/8 Tel: 020 7220 1666
WH Ireland Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting for
Rurelec 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 Rurelec for providing the
protections afforded to clients of WH Ireland Limited or for
providing advice in relation to the matters described in this
announcement or any matter referred to herein.
This announcement does not constitute an offer to purchase any
securities, or an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any offer to purchase or
sell securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
The release, distribution or publication of this announcement in
jurisdictions other than the UK may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about and
observe any applicable requirements.
Disclosure requirements of 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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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 p.m. (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.
The defined terms used in this section "Disclosure requirements
of the Code" are defined in the Code which can be found on the
Takeover Panel's website.
Publication on website
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be made available (subject to certain
restrictions relating to persons resident in restricted
jurisdictions) at www.rurelec.com by no later than 12 noon (London
time) on the business day following the release of this
announcement. The content of the website referred to in this
announcement is not incorporated and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFDGGGWGUUPMGPG
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