AUG.L Regulatory News (AUG)

26 Aug 2008 18:01



One Fifty One plc ("One51")

The board of One51 notes the announcement made by Augean plc ("Augean") earlier today and confirms that it had approached the board of Augean about the possibility of making an offer for the entire issued and to be issued share capital of Augean prior to the Augean announcement.  A further announcement will be made in due course.

One51 owns and controls 17,610,200 ordinary shares representing 26.89% of Augean's total issued share capital.

Davy Corporate Finance which is regulated by the Financial Regulator, is acting exclusively for One51 and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than One51 for providing the protections afforded to clients of Davy Corporate Finance or for providing advice in relation to the matters referred to in this announcement, the contents of this announcement or any transaction or arrangement referred to herein.

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 per cent. or more of any class of 'relevant securities' of Augean, 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 3.30pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends.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 Augean, 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 Augean by the offeror or Augean, 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 Takeover 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.