Last checked at 2 Feb 2010 16:36
Catalyst Media Group Plc
("CMG" or the "Company")
2 February 2010
Rule 2.10 announcement
Pursuant to Rule 2.10 of the City Code, CMG announces that it has 28,143,197 ordinary shares of 10p each in issue ("Shares") (ISIN GB00B282R334).
There are 180,000 warrants in issue which each entitle the holder to subscribe for one Share and can be exercised any time up to and including 27 May 2010 at £2.50 per share ("May 2010 Warrants"). If the May 2010 Warrants are exercised in full this would result in the issue of 180,000 Shares.
There is a further warrant in issue which entitles the holder to subscribe for Shares representing 1 per cent of the enlarged issued share capital of the Company (as enlarged by the exercise of this warrant) and can be exercised at any time up to and including 4 August 2010 at £4.00 per share ("August 2010 Warrant"). If the August 2010 Warrant were to be exercised today this would result in the issue of 284,274 Shares.
CMG currently holds no ordinary shares in Treasury.
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 CMG, 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 CMG, 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 CMG by an offeror or CMG, 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 http://www.thetakeoverpanel.org.uk/new/.
"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 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.