Rule 2.11 Announcement


 
TIDMNGH 
 
FOR IMMEDIATE RELEASE 
 
15 FEBRUARY 2012 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY), IN WHOLE 
OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A 
              VIOLATION OF ANY RELEVANT LAWS OF THAT JURISDICTION 
 
                          NETWORK GROUP HOLDINGS PLC 
 
Disclosure under Rule 2.11 of the City Code on Takeovers and Mergers 
 
Network Group Holdings PLC (`Network') was notified on 14 February 2012 by 
Michelle Crook that she has accepted the Offer in cash as to 429,877 shares 
held by her in Network and elected to receive the NGH Topco Share Alternative 
(as defined in the offer document dated 3 February 2012) in relation to 250,000 
shares held by her in Network (representing the remainder of her shares in 
Network not used in the cash acceptance). 
 
The relevant extract of Part VII 5. (a) of the Offer Document of 3 February 
should therefore show: 
 
NGH Topco or Network or persons acting in concert with NGH Topco or Network 
have procured the following irrevocable commitments in relation to Network 
securities: 
 
Name                                   Number of Network   Undertaking to elect 
                                              securities      for the NGH Topco 
                                                              Share Alternative 
 
Michelle Crook                                   679,877      Yes as to 250,000 
                                                            Network Shares only 
 
Total                                         69,116,010             63,988,078 
 
Enquiries: 
 
For further information contact: 
 
NGH Topco 
 
Spencer Jones                              01676 525000 
 
Mazars 
 
Stephen Skeels                             020 7063 4000 
 
Andrew Millington 
 
Network 
 
John Smith                                 01676 525000 
 
Arden 
 
Steve Douglas                              0121 423 8900 
 
Jamie Cameron 
 
                        DEALING DISCLOSURE REQUIREMENTS 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of 
any class of relevant securities of Network 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. 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) Network 
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. Relevant 
persons who deal in the relevant securities of Network 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 Network or of any paper offeror 
must make a Dealing Disclosure if the person deals in any relevant securities 
of Network 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) Network 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 Network 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 Network and by any offeror 
and Dealing Disclosures must also be made by Network, 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. 
 
The defined terms used in this section "Dealing Disclosure Requirements" are 
defined in the Code which can be found on the Panel's website. 
 
Publication on Website 
 
A copy of this announcement will be made available subject to certain 
restrictions relating to persons resident in restricted jurisdictions at http:/ 
/www.networkgroupholdings.co.uk/Corporate/Press_Centre/News/Latest_News/ 
newsList.aspx?id=58 by no later than 12 noon (London time) on 16 February 2012, 
being the business day following date of this announcement. You may request a 
hard copy of this announcement by contacting Nigel Dudley at Meriden Hall, Main 
Road, Meriden, Coventry, West Midlands CV7 7PT (tel: 01676 525000). You may 
also request that all future documents, announcements and information to be 
sent to you in relation to the offer should be in hard copy form. 
 
 
 
END
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