Kellan Group Regulatory News (KLN)

23 Jul 2007 07:02

Quantica PLC23 July 2007 Quantica plc ("Quantica" or the "Company") Statement re Possible Offer The Board of Quantica notes the announcement made today by Berkeley Scott Groupplc ("Berkeley Scott"), and confirms that it is in advanced discussions withBerkeley Scott which may or may not lead to a recommended cash offer being madeby Berkeley Scott for the entire issued and to be issued share capital ofQuantica. These discussions have been ongoing for several weeks and it is currentlyintended that, should an offer be made by Berkeley Scott, it would be at a priceof no more than 50p in cash per ordinary share in Quantica, or such lower priceas the Board of Quantica is prepared to recommend. Quantica anticipates that theoffer would be structured as an all cash offer with a full share alternative. In order to finance part of the cash consideration pursuant to an offer,Berkeley Scott intends shortly to hold meetings with institutional and otherinvestors with regard to a placing of shares in Berkeley Scott. In view of their relative sizes, the acquisition of Quantica by Berkeley Scottwould constitute a reverse takeover under the AIM Rules and therefore wouldrequire the approval of Berkeley Scott shareholders in general meeting. There can be no certainty that a formal offer will be made or as to the terms onwhich any such offer would be made. It is expected that a further announcement will be made within the next twoweeks. Enquiries: Quantica plc 01422 310088Les Lawson, Chairman and Chief Executive Bridgewell Limited 020 7003 3000Calvin ManMichael Burt Relevant Securities in Issue In accordance with Rule 2.10 of the Takeover Code, Quantica confirms that, as atthe close of business on 20 July 2007, it has 59,662,664 ordinary shares of 1pence each in issue. The ISIN reference for these securities is GB0002854544. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of Quantica, all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Quantica, they will be deemed to be a single person for thepurpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Quantica by Berkeley Scott or Quantica, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has a long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange