CNP Clinphone

    RNS Number : 2230B
  ClinPhone plc
  13 August 2008
   

    Not for release, publication or distribution, in whole or in part, in or into any jurisdiction where to do so would constitute a
violation of the relevant laws of that jurisdiction

    For immediate release

    13 August 2008

    CLINPHONE plc

    ("ClinPhone" or the "Company")

    Exercise of Options

    In accordance with Rule 2.10 of the Takeover Code, ClinPhone confirms that 480,076 Ordinary Shares were issued on 12 August 2008
following the exercise of options and/or awards under the ClinPhone Share Schemes. Also on 12 August 2008, ClinPhone issued 1 Ordinary Share
to PAREXEL International Holding UK Limited. This share will be an Excluded Share for the purposes of the Scheme. ClinPhone now confirms
that it has 67,636,684 Ordinary Shares in issue. 

    The International Securities Identification Number for the Company's Ordinary Shares is GB00B0ZL4M73.

    Terms defined but not used in the announcement shall (unless the context otherwise requires) have the same meanings as set out in the
Scheme Document.


    Enquiries:

    ClinPhone
     - Steve Kent, Chief Executive Officer, +44 (0)115 955 7333
     - Scott Brown, Chief Financial Officer, +44 (0)115 955 7333

    UBS Investment Bank (financial advisor to ClinPhone)
     - Doug McCutcheon
     - Jonathan Evans 

    Piper Jaffray Ltd. (broker to ClinPhone)
     - James Steel
     - Will Carnwath


    UBS Investment Bank is acting as financial advisor for ClinPhone in connection with the Acquisition and for no one else in connection
with the Acquisition and will not be responsible to anyone other than ClinPhone for providing the protections afforded to clients of UBS
Investment Bank nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in this announcement.

    Piper Jaffray Ltd. is acting as broker to ClinPhone in connection with the Acquisition and for no one else in connection with the
Acquisition and will not be responsible to anyone other than ClinPhone for providing the protections afforded to clients of Piper Jaffray
Ltd. nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in this announcement.

    Overseas jurisdictions

    The release, publication or distribution of the following announcement in jurisdictions other than the United Kingdom may be restricted
by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. This announcement has been prepared in accordance with English law, the City Code and the
Disclosure and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with
the laws of jurisdictions outside England.

    This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document, which will contain the full terms and conditions
of the Acquisition, including details of how to vote in respect of the Acquisition. Any voting decision, acceptance or other response to the
Acquisition should be made only on the basis of the information in the Scheme Document or the Offer Document (as applicable).

    In particular, this announcement is not an offer of securities for sale in the United States.

    Notice to US Holders: The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement
provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules
or the proxy solicitation rules under the US Securities Exchange Act of 1934 (as amended). Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure
requirements of US tender offer and proxy solicitation rules. If, in the future, PAREXEL International Holding UK Limited exercises its
right to implement the Acquisition by way of an Offer and determines to extend the Offer into the United States, the Acquisition will be
made in compliance with applicable United States laws and regulations. Financial information included in this announcement and the Scheme
Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom, which may not be comparable to the financial information of US companies or
companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States and that
are subject to US auditing and auditor independence standards.

    Dealing disclosure requirements

    Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or
more of any class of "relevant securities" of ClinPhone, all "dealings" in any "relevant securities" of ClinPhone (including by means of an
option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m.
(London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the
Scheme becomes Effective (or if implemented by way of an Offer, the Offer becomes, or is declared, unconditional as to acceptances) or
otherwise lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an
agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of ClinPhone, they will be deemed
to be a single person for the purpose of Rule 8.3.

    Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of ClinPhone by PAREXEL or ClinPhone, or by
any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of
the relevant transaction.

    A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

    "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities.

    Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.



This information is provided by RNS
The company news service from the London Stock Exchange
 
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