Update and announcement of approach

    RNS Number : 8138C
  Plasmon PLC
  05 September 2008
   



    Plasmon plc 

    Update and announcement of approach

    On 8 August 2008 Plasmon ("Plasmon" or the "Company") issued its first interim management statement for the year ending 31 March 2009
and an update on trading.  In this announcement, Plasmon stated that the overall strategy outlined in February 2008 is being executed, with
several key elements on track or ahead of plan. However, the sales performance in the first quarter was disappointing, and approximately 20%
below the Board's expectations. Consequently, the Board reduced its overall sales expectations for the year and initiated a further
programme of cost reduction and financial restructuring. The Board also announced that in light of this the Company required additional
financing and had engaged in a process to secure this within an appropriate timescale.

    Since 8 August, the Board has continued its marketing exercise, primarily with US investors, with a view to securing additional debt or
equity capital.  The Company has not received commitments from potential investors that the Directors consider immediately necessary to fund
the business and its ongoing working capital requirements. However, the Company confirms it has now received an approach from a US-based
technology private equity firm at an investment value of some $25 million and at a net price payable to shareholders of not more than 0.25
pence in cash per share at today's US dollar exchange rate, and confirms that it is currently in preliminary discussions which may or may
not lead to an offer for the entire issued and to be issued share capital of the Company.  The investment value includes a significant
injection of new funds to enable a major restructuring to be completed. Given the absence of other financing options, and given the
Company's financial position, the Board has concluded that such a sale is the best viable option for the Company.

    There can be no certainty that any offer will be made nor as to the terms of any such offer. Pursuant to Note 7 to Rule 2.4 the Company
notes that this announcement is made without the agreement or approval of the potential offeror.

    A further announcement will be made when appropriate. 

    Relevant Securities in Issue

    In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Plasmon confirms that as of close of business on 4 September
2008 Plasmon has 220,756,276 ordinary shares of 5p each in issue and admitted to trading on the London Stock Exchange under the UK ISIN code
GB0006906381.

    Dealing Disclosure Requirements

    Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly)
in 1% or more of any class of "relevant securities" of Plasmon, all dealings in any relevant securities of that company (including by means
of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3:30
pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on
which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of Plasmon, they will be deemed to be a single person for the purpose of Rule 8.3.

    Under provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Plasmon by the potential offeror, Plasmon or by any
of their respective "associates", must be disclosed by no later than 12:00 noon (London time) on the London business day following the date
of the relevant transaction. 

    A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

    "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the prices of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue or any option in respect of, or derivative referenced to, securities.

    Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether
or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.





This information is provided by RNS
The company news service from the London Stock Exchange
 
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