MIL.L Regulatory News (MIL)

5 May 2006 16:04

Millfield Group PLC05 May 2006 Millfield Group plc ("Millfield" or the "Company") Offer Talks Terminated: Amendment and Clarification The following amendments have been made to release number 4950C released at7.00am on 5 May 2006: in the first paragraph the announcement made on 29 Marchwas misquoted and the reference to the offer being made "at or around the marketprice" has been removed; the alternative strategy outlined in the secondparagraph has been clarified; and the Dealing Disclosure Requirements and rule2.10 disclosure have been added. The announcement should read as set out below: On 29 March 2006, the Board of Millfield announced it had received "apreliminary approach from a third party which may or may not lead to an offerbeing made for the Company". The Board of Millfield today announces that thosediscussions have now terminated. Millfield is currently in discussions with other parties and it has appointedturnaround consultants to conduct a strategic review of the Group. The Boardanticipates that a further announcement will be made in the next few days. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes, "interested" (directly or indirectly) in1% or more of any class of "relevant securities" of Millfield, all "dealings" inany "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until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends.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 Millfield, they will be deemed to be asingle person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Millfield by the Company, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on theLondon 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 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. Disclosure in accordance with Rule 2.10 of the City Code: In accordance with Rule 2.10 of the City Code, Millfield Group plc confirms thatit has in issue and admitted to trading on AIM, a market operated by the LondonStock Exchange, 119,255,724 ordinary shares of 0.175 pence each under the ISINcode GB0030199953. This information is provided by RNS The company news service from the London Stock Exchange