TIDMPRW

RNS Number : 3435Q

Promethean World Plc

16 June 2015

16 June 2015

Possible Offer for

Promethean World plc ("Promethean" or the "Company")

The Board of Promethean has noted recent speculation concerning an offer for the Company.

Promethean confirms that, following an approach by NetDragon WebSoft Inc. ("NetDragon"), it has been in discussions concerning a potential offer for the Company.

Promethean notes that NetDragon made a Hong Kong Stock Exchange Announcement on 9 June 2015 to the effect that NetDragon is in preliminary negotiations for a potential acquisition of up to US$130m in the education market. In this context, Promethean confirms that the indicative terms proposed by NetDragon are for a cash offer for Promethean at 40 pence per share.

Discussions between the companies are continuing, and there is no certainty that any offer will be forthcoming, nor as to the terms on which any offer will be made.

A further announcement will be made if and when appropriate.

This announcement has not been made with the agreement or approval of NetDragon.

Enquiries:

   Promethean World Plc                                                  + 44 (0) 1254 290 749

Philip Rowley, Chairman

Ian Baxter, Chief Financial Officer

Gleacher Shacklock LLP + 44 (0) 20 7484 1150

Edward Cumming-Bruce

   Citigate Dewe Rogerson Consultancy                      + 44 (0) 7973 611 888

Anthony Carlisle

Following this announcement, the Company is now considered to be in an "offer period" as defined in the City Code on Takeovers and Mergers (the "Code"), and the dealing disclosure requirements listed below will apply.

In accordance with Rule 2.6(a) of the Code, NetDragon must, by not later than 5.00 p.m. on 14 July 2015 (being 28 days after today's date), either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that they do 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 can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.

In accordance with Rule 2.10 of the Code, the Company's issued share capital consists of 203,200,000 ordinary shares of 10 pence each ("Ordinary Shares"), all with voting rights. The total number of current voting rights in the Company is therefore 203,200,000. The International Securities Identification Number for the Ordinary Shares is GB00B60B6S45.

Regulatory disclosures

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(s), 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.

A copy of this announcement will be published on Promethean's website: http://www.prometheanworld.com by no later than 12.00 noon (London time) on the day following the making of this announcement. For the avoidance of doubt, the contents of Promethean's website are not incorporated into and do not form part of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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