CSLT.L Regulatory News (CSLT)

26 Aug 2009 17:49



THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

COSALT PLC

(the 'Company')

Dealing disclosure requirements

Terms used in this announcement shall have the same meanings as set out in the prospectus published by Cosalt plc (the 'Company') on 6 August 2009.

Further to the announcement made by the Company on 3 August 2009, under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, interested (directly or indirectly) in 1% or more of any class of shares of Cosalt, all dealings in any shares of Cosalt (including by means of an option in respect of, or a derivative referenced to, any shares of Cosalt) must be publicly disclosed by no later than 3.30 pm on the business day following the date of the relevant transaction.

The directors of the Company announced on 6 August 2009 that the Company intended, subject to the passing of certain shareholder resolutions, to raise £18.9 million by the issue of New Ordinary Shares at a price of 5 pence per New Ordinary Share through the Placing and Open Offer and Firm Placing. Dealings in New Ordinary Shares are expected to commence on 2 September 2009.

In connection with the Placing and Open Offer and Firm Placing, the Company has agreed with the Panel Executive that:

1. If Cosalt or any of its associates or any connected exempt principal trader without recognised Intermediary status (ie parties to which Rules 8.1(a), 8.1(b)(i) and 38.5(b) of the Takeover Code apply), holds an interest, short position or right to subscribe for Cosalt shares, it should make a public disclosure following the Placing and Open Offer and Firm Placing, giving details of its position in the Enlarged Ordinary Share Capital and its dealings (if any) by way of subscription for New Ordinary Shares, by 12 noon on the business day following the day on which the dealings in New Ordinary Shares commence.

2. Any other person interested in 1% or more of the Company's ordinary share capital as enlarged by the Placing and Open Offer and Firm Placing should make a public disclosure following the Placing and Open Offer and Firm Placing, giving details of its position in the Enlarged Ordinary Share Capital and its dealings (if any) by way of subscription for New Ordinary Shares, by 3.30 pm on the business day following the day on which dealings in the New Ordinary Shares commence.

For the avoidance of doubt, a person who was interested in 1% or more of the Cosalt shares prior to the Placing and Open Offer and Firm Placing but who is not interested in 1% or more of the Cosalt shares immediately following the Placing and Open Offer and Firm Placing would not be required to make any disclosure, even if they have subscribed for New Ordinary Shares.

If you have any queries, including how to complete the required disclosure form, please call Joanne Lake or Peter Steel of Evolution Securities on 0113 243 1619, or the Market Surveillance Unit at the Panel Executive on 020 7638 0129.

The distribution of this Announcement and the offering of the New Ordinary Shares in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The New Ordinary Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States or under any securities laws of Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would be unlawful and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States, or within any of Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would be unlawful. There will be no public offer of the New Ordinary Shares in the United States.

This Announcement does not constitute or form part of any offer or invitation to issue, acquire or dispose of any securities or investment advice in any jurisdiction.

26 August 2009

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