Last checked at 4 Jul 2008 07:00
4 July 2008
Offer Update
The independent non-executive directors of TMN Group plc ("TMN" or the "Company") note the movement in the Company's share price and confirm that talks are ongoing regarding the previously announced indicative cash offer for the Company by August Equity LLP ("August Equity") working together with the executive directors of the Company, Mark Smith and Craig Dixon.
As noted in the previous offer update of 19 May 2008, the independent non-executive directors are working constructively with August Equity, however the indicative offer remains subject to satisfactory due diligence and financing and therefore there remains no certainty that a formal offer will in fact be made nor as to the terms on which any offer might be made. Further announcements will be made in due course, as appropriate.
Enquiries:
TMN
www.TMNplc.com
Peter Harkness, Chairman
07970 850 573
Investec Investment Banking, NOMAD and broker to TMN
Erik Anderson / Ben Poynter
020 7597 4000
College Hill
Adrian Duffield
020 7457 2049
Pursuant to Rule 2.10 of the City Code, TMN confirms that it has 75,382,759 ordinary shares of 0.01p each in issue and admitted to trading on the AIM market of London Stock Exchange plc (ISIN GB00B1GCQP32).
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 TMN, 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 TMN, 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 TMN by a potential offeror or by TMN, 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 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 Takeover 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 Takeover Panel.