ISG.L Regulatory News (ISG)

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ISG plc ("ISG")

RESPONSE TO UNSOLICITED OFFER

The Board of ISG, which is being advised by Numis Securities Ltd ("Numis"), has considered today's announcement by Cathexis UK Holdings Ltd ("Cathexis") of an unsolicited offer for ISG.

The Board is unanimous in its rejection of the offer of 143 pence per share which it believes significantly undervalues ISG and its future prospects.

The Board will be writing to shareholders with its formal response to the offer once the offer document has been posted. In the meantime, shareholders are strongly advised to take no action and, in particular, not to sell their ISG shares.

Roy Dantzic, Non-Executive Chairman of ISG said:

"Cathexis' offer is unsolicited and totally inadequate. Disappointing trading conditions in our UK Construction divisions aside, it fails to reflect the strong trading conditions and outlook for the rest of our business. As such the Board urges ISG shareholders to reject this offer once made."

Further announcements will be made as and when appropriate.

11 December 2015

Enquiries:

ISG plc

Numis Securities Ltd

Disclaimer

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for ISG and no one else in connection with the offer and the contents of this announcement and will not be responsible to anyone other than ISG for providing the protections afforded to its clients nor for providing advice in connection with the offer or any matter referred to herein.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.