Kellan Group Regulatory News (KLN)

23 Jul 2007 07:01

Berkeley Scott Group Plc23 July 2007 Berkeley Scott Group plc ("Berkeley Scott" or "the Company") Statement re Possible Offer Berkeley Scott confirms that it is in advanced discussions with the Board ofQuantica plc ("Quantica"), which may or may not lead to a recommended cash offerbeing made by British Columbia for the entire issued and to be issued ordinaryshare capital of Quantica. These discussions have been ongoing for several weeks and Berkeley Scottanticipates that any offer would be structured as an all cash offer with a fullshare alternative on the basis of 1 new ordinary share in Berkeley Scott foreach existing ordinary share in Quantica. It is intended that, should an offerbe made, it would be at a price of no more than 50p in cash per ordinary sharein Quantica, or such lower price as the Board of Quantica is prepared torecommend. In order to finance part of the cash consideration payable pursuantto any offer, Berkeley Scott intends shortly to hold preliminary meetings withinstitutional and other investors with regard to a placing of shares in BerkeleyScott. As a result of the relative sizes of Quantica and Berkeley Scott, the proposedacquisition would constitute a reverse takeover under the AIM Rules andtherefore would require the approval of the shareholders of Berkeley Scott ingeneral meeting. There can be no certainty that a formal offer will be made. It is expected that a further statement will be made within the next two weeks. Enquiries: Simon RaggettAngela PeaceStrand Partners LimitedTel: (020) 7409 3494 Paul ShackletonDaniel Stewart & Company plc (Nominated Adviser)Tel: (020) 7776 6550 In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, BerkeleyScott confirms that, as at the close of business on 20 July 2007, BerkeleyScott's issued share capital consisted of 22,804,329 ordinary shares of 2 penceeach. The ISIN code for Berkeley Scott's ordinary shares is GB00B03W5P29. Daniel Stewart & Company plc ("Daniel Stewart"), which is regulated andauthorised in the United Kingdom by the FSA and is a member of the London StockExchange, is acting as the Company's broker and nominated adviser. Itsresponsibilities as the Company's nominated adviser under the AIM Rules are owedsolely to the London Stock Exchange. Daniel Stewart is acting exclusively forthe Company in connection with the possible placing. Strand Partners, which isregulated and authorised in the United Kingdom by the FSA, is acting as theCompany's financial adviser. Neither Daniel Stewart nor Strand Partners will beresponsible to anyone other than the Company for providing the protectionsafforded to its customers or providing advice in connection with the matters setout in this announcement. 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 or Berkeley Scott, all "dealings"in any "relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Quantica or Berkeley Scott, they will bedeemed 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 "relevantsecurities" of Quantica or Berkeley Scott by Berkeley Scott or Quantica, or byany of their respective "associates", must be disclosed by no later than 12.00noon (London time) on the London business day following the date of the relevanttransaction. 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 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