30 Jun 2009 07:00
30th June 2009
Earthport plc
('Earthport' or 'the Company')
Statement Re: Strategic Review
Earthport, the global payments utility, has appointed Zeus Capital to assist the Company in reviewing and evaluating a number of strategic options which the Board has available to them with the primary objective of optimising shareholder value. One such option may include an offer being made for the Company. This announcement therefore has the effect of commencing an offer period under the rules of the City Code on Takeovers and Mergers ("Code").
Earthport has now moved into a period of advanced execution following successful developments in several areas and therefore the Board believes that the Company is in a very strong position from which to assess and decide which of the options available to it best serves the interests of shareholders.
The process is at an early stage and it may or may not lead to an offer for the Company. As the Strategic Review progresses, further announcements will be made as appropriate.
For further information:
| Earthport plc | |
| James Bergman, CEO | 020 7220 9700 |
| Zeus Capital | |
| Alex Clarkson / Richard Hughes | 0161 831 1512 |
| Panmure Gordon | |
| Katherine Roe | 020 7459 3600 |
| Financial Dynamics | |
| Jonathan Brill | 020 7831 3113 |
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 Earthport, 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 Earthport, 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 Earthport by the offeror, 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 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.
In accordance with Rule 2.10 of the Code, Earthport currently has 85,899,422 ordinary shares of 10p each in issue. (ISIN: B00B0DFPF10)