Northacre PLC Offer Update (4196W)
January 25 2013 - 9:37AM
UK Regulatory
TIDMNTA TIDMNTA
RNS Number : 4196W
Northacre PLC
25 January 2013
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.
Northacre PLC
("Northacre" or the "Company")
Comment on Press Speculation
The Independent Directors note the recent press articles
regarding the Recommended Mandatory Cash Offer (the "Offer") by
Spadille Limited ("Spadille") for Northacre which erroneously
suggested that Spadille had acquired the Company. The Independent
Directors confirm that as of 25 January 2012 no Offer has formally
been made for the Company and it remains independent.
Spadille, as at 25 January 2012 own 48.6 per cent of the issued
ordinary share capital of the Company.
A copy of this announcement will be available at
www.northacre.com. The contents of the website referred to in this
announcement are not incorporated into and do not form part of this
announcement.
For further information, please contact
Northacre PLC
Duncan Salmon, Company Secretary
Tel: (020) 7349 8000
Ernst and Young LLP (Financial adviser to Northacre)
Julie Green
Tim Medak
Charles Allen
Tel: (020) 7951 2000
Daniel Stewart & Company (Nominated adviser and broker to Northacre)
Antony Legge
James Thomas
Tel: (020) 7776 6550
Ernst & Young LLP, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Northacre and no one else in connection with the
Offers and will not be responsible to anyone other than Northacre
for providing the protections afforded to clients of Ernst &
Young LLP or for providing advice in connection with the Offers,
the content of this announcement or any matter or arrangement
referred to herein. Neither Ernst & Young LLP nor any of its
subsidiaries, branches or affiliates, owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Ernst & Young LLP in connection
with this announcement, any statement contained herein or
otherwise.
The Independent Directors of the Company accept responsibility
for the information contained in this announcement. To the best of
the knowledge and belief of the Independent Directors of the
Company (who have taken all reasonable care to ensure that such is
the case) the information contained in this announcement is in
accordance with the facts and does not omit anything likely to
impact the import 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 paper 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 paper
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 paper 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 10(th) 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper 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 paper 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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