Petards Group PLC Statement re Possible Offer (7220M)
2012年9月20日 - 5:00PM
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RNS Number : 7220M
Petards Group PLC
20 September 2012
Petards Group plc
Statement re. Possible Offer
Not for release, publication or distribution in whole or in
part, in or into the United States, Canada, Australia, Japan or the
Republic of Ireland
Petards Group plc("Petards" or the "Company")
Statement re. Possible Offer and Rule 2.10 announcement
The Board of Petards announces that it has received a
preliminary approach which may or may not lead to an offer being
made for the Company.
The Company announces that it has received a preliminary
approach from Water Hall Group plc that may or may not lead to an
offer being made for the Company. There can be no certainty that an
offer will be made for Petards, nor as to the terms on which an
offer may be made.
Rule 2.6(a) of the City Code on Takeovers and Mergers (the
"Takeover Code"), requires that Water Hall Group plc, by not later
than 5.00 p.m. on 18 October 2012 (the "relevant deadline"), either
announce a firm intention to make an offer for Petards in
accordance with Rule 2.7 of the Takeover Code or announce that it
does not intend to make an offer, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Takeover
Code applies.
The relevant deadline will cease to apply to Water Hall Group
plc if another offeror announces, prior to the relevant deadline, a
firm intention to make an offer for Petards. In such circumstances,
Water Hall Group plc will be required to clarify its intentions in
accordance with Rule 2.6(d) of the Takeover Code.
This is an announcement falling under Rule 2.4 of the Takeover
Code and 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 an offer will be made nor as to the terms on which
any offer might be made.
A further announcement will be made as and when appropriate.
Rule 2.10
In accordance with Rule 2.10 of the Takeovers Code, the Company
confirms that it has 6,367,100 ordinary shares of 1 pence each in
issue. The ISIN reference for these securities is GB00B4YL8F73.
Ends
Contact:
Andy Wonnacott, Finance Director
Petards Group plc + 44 (0) 191 420 3000
Mike Coe/Marc Davies
WH Ireland Limited + 44 (0) 117 945 3470
-------------------------------------
WH Ireland Limited ("WH Ireland") which is regulated in the
United Kingdom by The Financial Services Authority is acting for
the Company in relation to the matters described in this
announcement and is not advising any other person, and accordingly
will not be responsible to anyone other than the Company for
providing the protections afforded to customers of WH Ireland or
for providing advice in relation to the matters described in this
announcement.
The directors of Petards, (other than Osman Abdullah) accept
responsibility for the information contained in this announcement.
To the best of their knowledge and belief (having taken all
reasonable care to ensure that such is the case), the information
contained in this announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
Disclosure requirements of the Takeover Code (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.
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. 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".
This information is provided by RNS
The company news service from the London Stock Exchange
END
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