Cancellation of the Company's Listing on AIM (1074J)
June 24 2011 - 10:30AM
UK Regulatory
TIDMPRA
RNS Number : 1074J
Praesepe PLC
24 June 2011
24 June 2011
Praesepe plc
("Praesepe" or the "Company" or the "Group", AIM:PRA)
Cancellation of the Company's Listing on AIM
Following the all-share offer for Praesepe by Marwyn Management
Partners plc ("MMP") the independent committee of the Board
("Board") notes that on 24 June 2011, MMP announced that as at 1.00
p.m. on 24 June 2011 it owns, or has received valid acceptances in
respect of 85.40 per cent of Praesepe's issued ordinary share
capital.
In the light of the above, the Board has now applied to the
London Stock Exchange for the cancellation of trading in the
Company's ordinary shares on AIM on 25 July 2011. Consequently, the
last day of trading in Praesepe Shares on AIM will be 22 July 2011.
Given the size of MMP's shareholding in the Company, the London
Stock Exchange has waived the requirement for the Company to
convene a general meeting of shareholders to approve the
cancellation of trading in Praesepe Shares.
The cancellation of the listing on AIM will significantly reduce
the liquidity and marketability of Praesepe Shares as no
alternative share trading facility will be available and the value
of any such Praesepe Shares may be affected as a consequence. In
addition, certain protections afforded to shareholders in an AIM
listed company will no longer be available.
The Board of MMP has confirmed that, given the level of
acceptances received in relation to the Offer, it has decided to
leave the Offer open for acceptance until further notice.
MMP stated in its announcement on 3 June 2011 that if
acceptances of not less than 90 per cent. of the Praesepe Shares to
which the Offer relates (i.e. those Praesepe Shares not already
owned by MMP) are received by MMP, MMP intends to apply the
provisions of the Companies Act 2006 to acquire compulsorily any
outstanding Praesepe Shares in the Company following the closing of
the Offer and on the same terms as the Offer.
Terms used in this announcement have the same meaning given to
them in the Offer Document.
- Ends -
For more information please contact:
Enquiries:
------------------------------------------
Liberum Capital Limited Tel: +44 (0) 20
(Nomad and Broker) 3100 2222
Chris Bowman
Richard Bootle
------------------------ ----------------
Brunswick Tel: +44 (0)20
Chris Blundell 7404 5959
Claire Boszko
------------------------ ----------------
Dealing Disclosure Requirements under the Takeover 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. 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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