Billington Regulatory News (BILN)

11 Aug 2006 13:32

AMCO Corporation PLC11 August 2006 AMCO Corporation PLC ISIN: GB0000332667 11 August 2006 Statement re Possible Offer The Board of AMCO has received a preliminary approach from management which mayor may not lead to an offer being made for the Company. The approach, which issubject to a number of pre-conditions including funding for the proposal, is ata price of 275 pence per share, which is below current market price and valuesthe share capital at approximately £35.6 million. The Independent Directors ofAMCO, Stuart Gordon and Michael Speakman, have given management permission topursue the possible offer. This announcement is made with the agreement of the potential offeror. A furtherannouncement will be made in due course. 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) in1% or more of any class of 'relevant securities' of AMCO, all 'dealings' in any'relevant securities' of that company (including by means of an option inrespect of, or a derivative referenced to, any such 'relevant securities') mustbe publicly disclosed by no later than 3.30 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe 'offer period' otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an'interest' in 'relevant securities' of AMCO, they will be deemed to be a singleperson for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevantsecurities' of AMCO by the Company, or by any of its 'associates', must bedisclosed by no later than 12.00 noon (London time) on the London business dayfollowing the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevantsecurities' 'dealings' should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk . 'Interests in securities' arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an 'interest' byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a 'dealing' under Rule 8, you should consult the Panel. Disclosure in accordance with Rule 2.10 of the City Code: In accordance with Rule 2.10 of The City Code on Takeovers and Mergers, theCompany confirms that, at the close of business on 10 August 2006, the Company'sissued share capital consisted of 12,934,327 ordinary shares of 10p pence each. Brewin Dolphin Securities Limited ("Brewin Dolphin"), which is authorised andregulated in the United Kingdom by the Financial Services Authority, is actingfor AMCO and no-one else in connection with the matters referred to herein andwill not be responsible to anyone other than AMCO for providing the protectionsafforded to clients of Brewin Dolphin or for giving advice in relation to suchmatters. Enquiries: Brewin Dolphin Securities 0113 241 0130Mark Brady Andrew Emmott This information is provided by RNS The company news service from the London Stock Exchange