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26 Jan 2009 15:18
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 OR REGULATIONS OF SUCH JURISDICTION
26 January 2009
Augean plc
("Augean" or the "Company")
Offer Update
The Board of Augean notes the recent move in the Company's share price and wishes to inform shareholders that it remains in an Offer Period for the purposes of the Takeover Code and is in ongoing discussions which may or may not lead to an offer being made for the Company. As previously stated, there can be no certainty that an offer will be made, nor can there be any certainty as to the terms on which any offer might be made.
A further announcement updating shareholders will be made when appropriate.
Enquiries:
Augean plc Paul Blackler, Chief Executive Officer Telephone: +44 (0) 1937 844 980 Peter Southby, Finance Director
Teathers Telephone: +44 (0) 20 7426 9000
(NOMAD and financial adviser to Augean plc)
James Wellesley Wesley
Tom Hulme
Financial Dynamics Telephone: +44 (0) 20 7426 9587
(public relations adviser to Augean)
Jonathan BrillBilly Clegg
The Directors of Augean accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Teathers, which is a trading name of Straumur-Burdaras Investment Bank hf. ("Teathers") which is a public limited company, listed in Iceland and is authorised and regulated by the Fjármálaeftirlitið (The Financial Supervisory Authority, Iceland) and subject to limited regulation by the Financial Services Authority in the UK, is acting for Augean and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Augean for providing the protections afforded to customers of Teathers nor for providing advice in relation to the matters referred to in this announcement.
OVERSEAS JURISDICTIONS
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons (including, without limitation, nominees, trustees and custodians) should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. This announcement has been prepared for the purposes of complying with the laws of Northern Ireland, the City Code on Takeovers and Mergers and the AIM Rules for Companies and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.
This announcement is not intended to, and does not constitute, or form part of, an offer to sell, purchase, exchange or subscribe for or a solicitation of an offer to sell, purchase or exchange any securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document.
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 the Company, all "dealings" in any "relevant securities" of the 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 the Company, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of the offeree company by the offeror or the offeree company, 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 price 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 of 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.
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