Posting of Offer Document
July 30 2010 - 11:22AM
UK Regulatory
TIDMDGB TIDMCOE
RNS Number : 3107Q
Digital Barriers plc
30 July 2010
Not for release, publication or distribution, in whole or in part, in, into or
from the United States, Australia, Canada or Japan or any other jurisdiction
where to do so would be unlawful
30 July 2010
RECOMMENDED CASH OFFER BY DIGITAL BARRIERS PLC ("DIGITAL BARRIERS")
FOR COE GROUP PLC ("COE")
Posting of Offer Document
Digital Barriers plc ("Digital Barriers") and COE Group Plc ("COE") announced
today that they had reached agreement on the terms of a recommended cash offer
to be made by Digital Barriers for the entire issued and to be issued ordinary
share capital of COE.
Digital Barriers now announces that the Offer Document containing, inter alia,
the terms and conditions of the Offer and details of the actions to be taken by
COE Shareholders is today being posted to all COE Shareholders.
The Offer Document and the Form of Acceptance are available for inspection at
the offices of Osborne Clarke, One London Wall, London EC2Y 5EB until the end of
the Offer Period. The Offer Document may also be obtained from the websites of
COE, www.coe.co.uk and Digital Barriers, www.digitalbarriers.com.
ENQUIRIES
+----------------------------------------------+---------------------+
| DIGITAL BARRIERS | |
+----------------------------------------------+---------------------+
| | |
+----------------------------------------------+---------------------+
| Digital Barriers plc | +44 (0) 20 7940 |
| | 4740 |
+----------------------------------------------+---------------------+
| Tom Black, Executive Chairman | |
+----------------------------------------------+---------------------+
| Colin Evans, Managing Director | |
+----------------------------------------------+---------------------+
| Zak Doffman, Strategy Director | |
+----------------------------------------------+---------------------+
| | |
+----------------------------------------------+---------------------+
| Investec, Financial Adviser and Broker to | +44 (0) 20 7597 |
| Digital Barriers | 5970 |
+----------------------------------------------+---------------------+
| Andrew Pinder | |
+----------------------------------------------+---------------------+
| Erik Anderson | |
+----------------------------------------------+---------------------+
| Dominic Emery | |
+----------------------------------------------+---------------------+
| | |
+----------------------------------------------+---------------------+
| Financial Dynamics, PR Adviser to Digital | +44 (0) 20 7831 |
| Barriers | 3113 |
+----------------------------------------------+---------------------+
| Edward Bridges | |
+----------------------------------------------+---------------------+
| Matt Dixon | |
+----------------------------------------------+---------------------+
| | |
+----------------------------------------------+---------------------+
| COE | |
+----------------------------------------------+---------------------+
| | |
+----------------------------------------------+---------------------+
| COE Group plc | +44 (0) 113 230 |
| | 8800 |
+----------------------------------------------+---------------------+
| Alison Fielding, Non-Executive Chairman | |
+----------------------------------------------+---------------------+
| Ian Jefferson, Chief Executive Officer | |
+----------------------------------------------+---------------------+
| Mark Marriage, Technical Director | |
+----------------------------------------------+---------------------+
| | |
+----------------------------------------------+---------------------+
| Zeus, Financial Adviser and Broker to COE | +44 (0) 161 831 |
| | 1512 |
+----------------------------------------------+---------------------+
| Alex Clarkson | |
+----------------------------------------------+---------------------+
| Nick Cowles | |
+----------------------------------------------+---------------------+
| Stephen Robinson | |
+----------------------------------------------+---------------------+
Capitalised terms used in this announcement have the meanings given to them in
the Offer Document.
Investec, which is authorised and regulated in the United Kingdom by the FSA, is
acting exclusively for Digital Barriers and no one else in connection with the
Offer and this announcement and will not be responsible to anyone other than
Digital Barriers for providing the protections afforded to clients of Investec
nor for providing advice in relation to the Offer or this announcement or any
other matter referred to herein.
Zeus, which is authorised and regulated in the United Kingdom by the FSA, is
acting exclusively for COE and no one else in connection with the Offer and this
announcement and will not be responsible to anyone other than COE for providing
the protections afforded to clients of Zeus nor for providing advice in relation
to the Offer or this announcement or any other matter referred to herein.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. The Offer will be made solely by means of the
Offer Document and the Form of Acceptance (in respect of certificated COE
Shares), which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted.
Unless otherwise determined by Digital Barriers and permitted by applicable law
and regulation, the Offer will not be made, directly or indirectly, in or into,
or by the use of the mails or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce, or any facility of a national securities exchange, of a Restricted
Jurisdiction and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within a Restricted Jurisdiction.
Accordingly, copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in or
into or from a Restricted Jurisdiction and persons receiving this announcement
(including, without limitation, custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send it in or into or from a Restricted
Jurisdiction. Doing so may render invalid any purported acceptance of the
Offer. The availability of the Offer to persons who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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
per cent. 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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