3 Aug 2009 10:27
Cosalt plc
("Cosalt")
Indicative Proposals
The Board of Cosalt is progressing the planned Placing and Open Offer and Firm Placing referred to in the Interim Results announcement of 3 July 2009. The Board expects that the Placing and Open Offer and Firm Placing will be at an issue price of 5 pence per new Cosalt share.
During the course of Cosalt's preparation for the Placing and Open Offer and Firm Placing, Cosalt has received proposals from third parties including approaches indicating that the parties concerned would potentially be interested in making offers for the entire issued share capital of Cosalt. These proposals are non-binding and conditional and there can be no certainty that any of the proposals received will lead to a formal offer for Cosalt or other finite proposition which is capable of being recommended to shareholders by the Board.
This statement is being made without the agreement or approval of the third parties. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made.
The Board of Cosalt will keep its shareholders informed of all significant developments.
3 August 2009
Enquiries:
| Cosalt plc | Tel: 01472 504 504 |
| Mark Lejman, Chief Executive | |
| Mike Reynolds, Chief Financial Officer | |
| Noble Grossart Limited (Financial Adviser to Cosalt) | Tel: 0131 226 7011 |
| Guy Stenhouse | |
| Todd Nugent | |
| College Hill | Tel: 020 7457 2020 |
| Mark Garraway |
In accordance with Rule 2.10 of The City Code on Takeovers and Mergers ("the Code"), Cosalt confirms that it has 26,403,397 ordinary shares of 25 pence each in issue.
The International Securities Identification Number (ISIN) for Cosalt's ordinary shares is GB0002265055.
Noble Grossart Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Cosalt and no one else in connection with the proposals and will not be responsible to anyone other than Cosalt for providing the protections afforded to clients on Noble Grossart Limited nor for providing advice in relation to the proposals.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Cosalt, 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 Cosalt, 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 Cosalt by Cosalt, or by any of its "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 Panel's website. If you are in any doubts as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.