Offer Talks (0677E)
May 24 2012 - 10:43AM
UK Regulatory
TIDMALG TIDMSTOB
RNS Number : 0677E
Autologic Holdings PLC
24 May 2012
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 IN THAT JURISDICTION
AUTOLOGIC HOLDINGS PLC
Confirmation of talks regarding a possible Offer
Autologic Holdings PLC ("Autologic" or "the Company") confirms
it is in talks with Stobart Group Limited ("Stobart") regarding a
possible cash offer for the Company. There can be no certainty that
an offer for the Company will be made or proposed, nor as to the
terms on which any offer may be made. A further announcement will
be made as soon as possible.
In accordance with Rule 2.6(a) of the City Code on Takeovers and
Mergers (the "Code"), Stobart will be required by not later than
5.00 p.m. on 21 June 2012 (the "relevant deadline"), to either
announce a firm intention to make an offer for the Company 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 in
accordance with Rule 2.6(c) of the Code.
The relevant deadline will cease to apply to Stobart if another
offeror announces, prior to the relevant deadline, a firm intention
to make an offer for the Company. In such circumstances, Stobart
will be required to clarify their intentions in accordance with
Rule 2.6(d) of the Code.
This is an announcement falling under Rule 2.4 of the Code and
does not constitute an announcement of a firm intention to make an
offer under Rule 2.7 of the Code.
Kinmont is advising Autologic and Cenkos Securities plc
("Cenkos") is advising Stobart in relation to the possible
offer.
For further information contact:
Autologic Holdings PLC T: 01604 664458
Avril Palmer-Baunack, CEO
Biddicks T: 020 3178 6378
Katie Tzouliadis
Sophie McNulty
Stobart Group Limited T: 01925 605 400
Rodney Baker-Bates, Non-executive Chairman
Square 1 Consulting T: 020 7929 559
David Bick
Mark Longson
In relation to the potential offer, Cenkos, which is authorised
and regulated by the Financial Services Authority, is acting
exclusively for Stobart and for no-one else and will not be
responsible to any person other than Stobart for providing the
protections afforded to clients of Cenkos, nor for providing advice
in relation to the potential offer or any other matters referred to
herein.
Kinmont, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
Autologic and for no-one else in connection with the potential
offer and will not be responsible to any person other than
Autologic for providing the protections afforded to clients of
Kinmont, nor for providing advice in relation to the potential
offer or any other matters referred to herein.
Cenkos is Autologic's nominated adviser and broker for the
purpose of the AIM Rules for Companies and the AIM Rules for
Nominated Adviser.
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 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 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 8.3.2. Effective 19 September 2011, 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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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