Timeweave plc Circ re. Offer rejection (6900M)

TIDMTMW

RNS Number : 6900M

Timeweave plc

19 September 2012

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

19 September 2012

Response by the independent directors of

Timeweave plc ("Timeweave" or the "Company")

to the offer by

Mayfair Capital Investments Limited ("Mayfair")

for the entire issued and to be issued share capital of

Timeweave

Offer rejection

On 6 September 2012, Mayfair announced an intention to make an offer for Timeweave, at 22 pence per share in cash. Mayfair posted its Offer Document to Timeweave shareholders on 11 September 2012.

Graham Parr and David Craven, being the independent directors of Timeweave (the "Independent Directors") have considered the merits of the Offer from Mayfair and have concluded that it is not in the interests of Shareholders to accept the Offer. On 14 September 2012, the Independent Directors announced their rejection of Mayfair's Offer and their recommendation that Shareholders do not accept the Offer.

Richard McGuire is deemed not to be an independent director due to his position on the board of Timeweave as the nominated shareholder representative of Mayfair.

The Independent Directors announce that they are today publishing a shareholder circular (the "Circular") which sets out their response to the Offer. The Independent Directors reiterate their view that as stated in Timeweave's announcement on 14 September 2012, the Offer fails to reflect fully the value of Timeweave, the strengths of the Company or take into account the Company's future prospects, and they therefore recommend that Shareholders do not accept the Offer and should take no action.

Further information for Shareholders is contained in the Circular being posted today and which will be available by no later than 12 noon tomorrow, 20 September 2012, at www.timeweave.com. Shareholders who do not wish to accept Mayfair's offer should take no action and should not sign any document which Mayfair has sent to them.

Words and expressions defined in the Circular have the same meanings when used in this announcement unless the context requires otherwise.

 
 Enquiries: 
 Timeweave                                Tel: +44 (0)7713 069 
                                           651 
 Graham Parr, Non-Executive Director 
 David Craven, Chief Executive Officer 
 Investec (financial adviser, NOMAD and   Tel: +44 (0)20 7597 
  broker to Timeweave)                     4000 
 Andrew Pinder 
  Junya Iwamoto

Forward-Looking Statements

This document contains statements that are or may be forward-looking with respect to the financial condition, results of operations and businesses and achievements of Timeweave. These statements can be identified by the use of forward-looking terminology such as "believe", "anticipate", "expects", "prospect", "estimated", "should", "may" or the negative thereof, or other variations thereof, or comparable terminology indicating expectations or beliefs concerning future events. These forward-looking statements include risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors which could or may cause actual results, achievements or developments to differ materially from those expressed or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. The Company assumes no obligation to update or correct the information contained in this document, whether as a result of new information, future events or otherwise, except to the extent legally required.

Dealing disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. 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 one per cent. 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).

In accordance with Rule 30.4 of the Code, a copy of this announcement will be published on the Company's website at www.timeweave.com by no later than 12 noon on 20 September 2012.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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