22 Feb 2010 16:06
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.
Avesco Group plc
("Avesco" or the "Company")
Statement re Holding in Company
Avesco has today been informed of Taya Investment Company Ltd's purchase of 2,804,530 Avesco ordinary shares representing approximately 11.2 per cent. of the total voting rights in the Company.
In this regard the Board confirms that earlier this year the Company rejected an approach from Taya Investment Company Ltd, which may have lead to an offer for the Company. The approach indicated a price of 28p to 35p per Avesco ordinary share.
The Board considered the approach to be inadequate and not to reflect the true potential of the Company on the grounds of the audited net asset value as at 30/9/09 of £1.48 per share and management expectations for the current financial year.
This announcement is made without the agreement or approval of any potential offeror. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made. The directors of Avesco are unable to confirm that Taya Investment Company Ltd will not make an offer for the Company. Accordingly Avesco is now deemed to be in an offer period.
A further announcement will be made if and when appropriate.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the "Code"), the Company confirms that it has 25,985,899 ordinary shares of 10 pence each in issue and admitted to trading on the AIM market of the London Stock Exchange under the UK ISIN code GB0000653229. The Company holds 962,500 shares in treasury and therefore the total number of voting rights, and "relevant securities", in the Company is 25,023,399.
For further information please contact:
Avesco Group plc 01293 583400
Ian Martin, Chief Executive
John Christmas, Finance Director
www.avesco.com
FinnCap 020 7600 1658
Clive Carver
| Ed Frisby
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Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Taya Investement Company Ltd or Avesco, 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 p.m. (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 Taya Investement Company Ltd or of Avesco 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 Taya Investment Company Ltd or Avesco by Taya Investment Company Ltd or by Avesco 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.takeoverpanel.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.