Last checked at 25 Sep 2008 13:44
Bioganix Plc ("Bioganix" or "the Group")
Statement re Possible Offer
The Company announces that it has received an approach from a third party which, if discussions are successful, might lead to an offer being made for the entire issued share capital of the Company. It is emphasised that discussions are at an early stage.
Contacts:
| Nick Helme | 01568 619 115 |
| Managing Director - Bioganix Plc | |
| Julian Morgan | 01568 619 101 |
| Finance and Commercial Director - Bioganix Plc | |
| Mike Coe | 0117 933 0020 |
| Blue Oar Securities Plc | |
| Tom Cooper / Paul Vann | 020 7256 9445 |
| Winningtons Financial | 0797 122 1972 |
Additional Information
The Directors of Bioganix accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors of Bioganix who have taken all reasonable care to ensure that this is the case, such information is in accordance with the facts and does not omit anything likely to affect the import of such information. This announcement does not constitute an offer or invitation to purchase or subscribe for any securities.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (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 Bioganix, 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 Bioganix, 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 Bioganix by Bioganix and by any of its 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 long 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.
Rule 2.10 Requirement
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Bioganix confirms that it currently has in issue 8,117,666 ordinary shares of 10p each.
The International Securities Identification Number for the ordinary shares is GB00B128L167.