Daniel Stewart Securities Plc Regulatory News (DAN)

24 Oct 2008 09:48



24 October 2008

DOWGATE CAPITAL PLC

Comment on press speculation

The Board of Dowgate Capital plc ("Dowgate" or the "Company") notes the press speculation that it is in discussions with Daniel Stewart Securities plc and confirms that it is talks that may or may not lead to an offer being made for the Company. The talks are at an early stage and are one of a number of options being considered.

This announcement is not being made with the agreement or approval of Daniel Stewart Securities plc. 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 will keep the market appraised of any developments. 

Accordingly, under the rules of the Takeover Code, Dowgate is now in an offer period. Dowgate confirms, pursuant to Rule 2.10 of the City Code on Takeovers and Mergers, that its issued share capital as at 23 October 2008 comprised 41,437,923 ordinary shares of 10 pence each, of these, 1,950,833 shares are held in treasury.  Accordingly, the number of shares carrying voting rights is 39,737,090. The shares are traded on AIM under International Securities Identification Number GB00B1VYT114.

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 Dowgate, 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 Dowgate, 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 Dowgate by any offeror, or by any of its 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 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 doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

For further information please visit www.dowgatecapital.co.uk or contact: