Statement re Offer Period Extension (2443Q)
October 17 2011 - 1:00AM
UK Regulatory
TIDMCOO
RNS Number : 2443Q
Coolabi PLC
17 October 2011
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 OF SUCH
JURISDICTION.
This announcement does not constitute an announcement of a firm
intention to make an offer under Rule 2.7 of the Takeover Code.
There can be no certainty that any offer for Coolabi plc will
ultimately be made.
Coolabi plc (the "Company")
Update on possible Offer
Further to the announcement on 19 September 2011, the Company
announces that in accordance with Rule 2.6(c) of the Takeover Code
(the "Code"), the Takeover Panel has consented to an extension to
the deadline of 5.00pm on 17 October 2011, prior to which North
Promotions Limited ("North") was to either announce a firm
intention to make an offer for the Company in accordance with Rule
2.7 of the Code, or that it does not intend to make an offer for
the Company in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies.
Since the announcement on 20 September 2011 in which the
independent directors of Coolabi plc announced that they have
reached an understanding, in principle, with North regarding a
potential offer for the Company, a number of workstreams have been
proceeding, including confirmatory due diligence and taxation
advice. However, having taken into account the likely time required
for the necessary workstreams to have progressed to the
satisfaction of North and the independent directors of the Company,
the deadline prescribed under Rule 2.6(a) of the Code has been
extended until 5.00pm on 31 October 2011.
This statement has been made with the agreement and approval of
North. There can be no certainty that a firm offer will be
made.
A further announcement will be made in due course.
17 October 2011
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 of the Code. 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 of the Code). 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.
For further information, please contact:
Coolabi plc Tel: 01962 850 274
Stuart Lindsay
Senior Independent Non-executive Director
Evolution Securities Tel: 020 7071 4300
Jeremy Ellis / Chris Clarke
This information is provided by RNS
The company news service from the London Stock Exchange
END
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