TIDMAPS
RNS Number : 0408P
Alpha Strategic PLC
26 September 2013
Alpha Strategic PLC (the "Company")
26 September 2013
Corrective Statement re Possible Offer and Rule 2.10
Announcement
Further to its announcement at 1.57 p.m. today the Company
notifies as follows:
The Board of Alpha Strategic plc announces that it has this
morning received an approach from Northill Capital LLP, which is
connected to its largest shareholder, Northill Europe Holdings SARL
("Northill"), that it is considering making an offer to acquire the
balance of the Company's shares (amounting to 49 per cent. of the
Company's issued share capital) that Northill does not already own
at a price of 25p per share in cash (the "Approach").
The Board is considering the Approach and will make a further
announcement in due course.
Shareholders should be aware that there is no certainty that an
offer will be made for the balance of the Company's shares not
already owned by Northill and are urged to take no action.
Rule 2.6(a) of the City Code on Takeovers and Mergers (the
"Code") requires Northill, by not later than 5.00 p.m. on 24
October 2013 (the "relevant deadline"), either announce a firm
intention to make an offer for the Company in accordance with Rule
2.7 of the Takeover 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 Takeover Code applies.
This announcement has been made with the consent of
Northill.
For further information, please contact:
Alpha Strategic PLC +44 (0)20 7222 3005
Colin Barrow
Alistair McKay
Westhouse Securities Limited +44 (0)20 7601 6100
Tom Griffiths
Westhouse Securities Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Alpha Strategic and no-one else in relation to the
Approach and will not be responsible to anyone other than Alpha
Strategic for providing the protections afforded to the clients of
Westhouse Securities Limited or for providing advice in relation to
the Approach or in relation to the contents of this announcement or
any transaction or arrangement referred to herein. Neither
Westhouse Securities Limited, 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 Westhouse Securities Limited in connection with the
Approach.
Total voting rights
Pursuant to Rule 2.10 of the Code, the Company confirms that
there are currently 9,225,758 ordinary shares of 1 pence each in
issue in the Company, with International Securities Identification
Number GB00B0CZZR45.
Forward-looking statements
This announcement, including information included in this
announcement, contains "forward-looking statements" concerning
Alpha Strategic and Northill that are subject to risks and
uncertainties. Information in this announcement relating to Alpha
Strategic has been compiled from published sources. Generally, the
words "will", "may", "should", "continue", "believes", "expects",
"intends", "anticipates" or similar expressions identify
forward-looking statements. These forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors
that are beyond the Company's ability to control or estimate
precisely, such as future market conditions, changes in regulatory
environment and the behaviour of other market participants. Alpha
Strategic cannot give any assurance that such forward-looking
statements will prove to have been correct. The reader is cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date of this announcement. Alpha
Strategic shall not be under any obligation to update or revise
publicly any of the forward-looking statements set out herein,
whether as a result of new information, future events or otherwise,
except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast or
projection of the future financial performance of Alpha
Strategic.
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 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.
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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