Character Regulatory News (CCT)

16 Feb 2006 12:24

Character Group PLC16 February 2006 16 Feb 2006 The Character Group plc ("Character" or "the Company") Rule 8 Following the announcement made by the Company on 15 February 2006, whichconfirmed that it had received approaches which may or may not lead to an offeror offers for the Company, Character is providing the following information inaccordance with Rule 8 of the City Code on Takeovers and Mergers. 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 Character, all 'dealings' inany ' 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until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe 'offer period' otherwise ends.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 Character, they will be deemed to be asingle person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevantsecurities' of Character by Character, 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 at www.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. 16 January 2006 Enquiries: Richard King, ChairmanKiran Shah, Group Finance DirectorThe Character Group plc020 8949 5898 This information is provided by RNS The company news service from the London Stock Exchange