Camellia Regulatory News (CAM)

7 Jun 2005 10:50

Linton Park PLC07 June 2005 FOR IMMEDIATE RELEASE 7 June 2005 Camellia Plc ("Camellia") Linton Park Plc ("Linton Park") Statement re possible offer Rules 2.4 and 2.10 announcements The Boards of Camellia and Linton Park announce that they are in preliminarydiscussions regarding a possible merger of the two companies. It is currentlyintended that this merger would be effected by Camellia acquiring the remainingapproximately 20.87% of the issued share capital of Linton Park not alreadyowned by Lawrie Group Plc, a subsidiary of Camellia, on the basis of 1 Camelliashare plus £8 in cash for every 16 Linton Park shares and would be implementedthrough a scheme of arrangement under section 425 of the Companies Act 1985.Discussions are at an early stage and may or may not lead to an offer beingmade. It is anticipated that any formal offer made as a result of these discussionswill be put to shareholders at the time of the interim announcement in theautumn. Shareholders need take no action now and a further announcement will bemade in due course. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"City Code"), any person who, alone or acting together with any other person(s)pursuant to an agreement or understanding (whether formal or informal) toacquire or control relevant securities of Linton Park or Camellia, owns orcontrols, or becomes the owner or controller, directly or indirectly, of one percent. or more of any class of securities of Linton Park or Camellia is requiredto disclose, by not later than 12.00 noon (London time) on the London businessday following the date of the relevant transaction, dealings in such securitiesof that company (or in any option in respect of, or derivative referenced to,any such securities) during the period to the date on which the offer becomes oris declared unconditional as to acceptances or lapses or is otherwise withdrawn. Under the provisions of Rule 8.1 of the City Code, all dealings in relevantsecurities of Linton Park or Camellia by any potential offeror or Camellia orLinton Park, or by any of their respective "associates" (within the meaning ofthe City Code) must also be disclosed. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk orcontact the Panel on the telephone number +44 7638 0129; fax +44 20 7236 7013. Disclosure in accordance with Rule 2.10 of the City Code Camellia currently has 2,595,000 ordinary shares of 10p each in issue. TheInternational Securities Identification Number (ISIN) for the ordinary shares isGB0001667087.Linton Park currently has 19,038,167 ordinary shares of 50p each in issue. TheInternational Securities Identification Number (ISIN) for the ordinary shares isGB0003015210. Enquiries Camellia 01622 746655Malcolm Perkins Linton Park 01622 746655Tom Lupton KPMG Corporate Finance 020 7311 1000Tom FranksSusan Walker Teather & Greenwood 020 7426 9000Jeff KeatingJohn Drage KPMG Corporate Finance is acting for Camellia in connection with the mattersreferred to above and no one else and will not be responsible to anyone otherthan Camellia for providing the protections offered to clients of KPMG CorporateFinance nor for providing advice in relation to the matters referred to above. Teather & Greenwood Limited is acting for Linton Park in connection with thematters referred to above and no one else and will not be responsible to anyoneother than Linton Park for providing the protections offered to clients ofTeather & Greenwood Limited nor for providing advice in relation to the mattersreferred to above. ENDS This information is provided by RNS The company news service from the London Stock Exchange