BRE.L Regulatory News (BRE)

12 Jun 2009 16:08



Chaucer Holdings PLC 

12 June 2009

The Board of Chaucer Holdings PLC ("Chaucer" or "the Company") notes the announcement made earlier today by Brit Insurance Holdings PLC regarding a possible all share offer.

There can be no certainty that an offer will be made. A further announcement will be made when a conclusion to these discussions has been reached.

Enquiries: 

Ewen Gilmour

Chief Executive Officer

Chaucer Holdings PLC 

T 020 7397 9700

Angus Winther 

Lexicon Partners Limited

T 020 7653 6000

Gavin Kelly 

Kinmont

T 020 7087 9100

David Haggie

Haggie Financial

T 0207 417 8989

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 Chaucer, 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 Chaucer, 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 Chaucer by a potential offeror or Chaucer, 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 Takeover 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.