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17 Sep 2009 16:25
17 September 2009
Capcon Holdings Plc ("Capcon")
Response to Offer Announcement by Paul Jackson
The independent director of Capcon notes the announcement made by Paul Jackson yesterday which is set out below:
"Mandatory Cash Offer Under Rule 9 of The City Code to Acquire Shares in Capcon Holdings Plc By Paul Jackson
CLOSING ANNOUNCEMENT
16 September 2009
On 28 July 2009 Paul Jackson issued his Offer pursuant to Rule 9 of the Code to acquire shares in Capcon Holdings Plc not already owned by the Concert Party.
On 17 August 2009 the Offeror announced that the Offer was unconditional as to acceptances and that the Offer was extended to 2 September 2009.
On 2 September 2009 the Offer was extended further until 1.00 pm on 16 September 2009 ("the Closing Date") and is now closed.
As at the Closing Date the Offeror has received acceptances under the terms of the offer in respect of a total of 4,876,880 Shares representing 41.75% of the voting capital of the Company. These acceptances together with the Concert Party's interest in 5,197,820 Shares amount to 86.25% of the issued share capital of the Company. Paul Jackson has agreed to make available, transfer or allocate Shares acquired on the closing of the Offer to other members of the Concert Party at no more than the Offer Price.
The Concert Party have agreed that the shares acquired in the Offer and also shares to be transferred between Concert Party members result in holdings as follows:
|
Number of Shares |
Percentage of issued Share capital |
||
|
Paul Jackson |
3,734,475 |
31.97% |
|
|
Kenneth Dulieu |
6,070,225 |
51.97% |
|
|
Clifford Cavender |
270,000 |
2.31% |
|
|
Paul Ashton |
Nil |
Nil |
|
|
10,074,700 |
86.25% |
||
|
Total issued Share capital |
11,680,292 |
100.00% |
The Concert Party also had option rights over 193,750 new Shares at the time of the Offer. Following completion of the Offer option rights over a further 324,600 shares (making a total of 518,350 shares under option) may become exercisable by members of the Concert Party as referred to in Appendix III section 5.1 of the Offer Document. Save for this interest the Concert Party had no other interests in the Shares of the Company that fell to be disclosed as required by Rule 17.1 (b), (c) or (d) of the Code.
In this announcement:
|
"Code" |
The Takeover Code as issued by the Panel on Takeovers and Mergers; |
|
"Company" |
Capcon Holdings Plc registered in England and Wales under number 4196004; |
|
"Concert Party" |
Paul Jackson, Kenneth Dulieu, Clifford Cavender (all being Directors of the Company) and Paul Ashton (not a Director of the Company); |
|
"Offer" |
The mandatory Offer by the Offeror set out in the Offer Document; |
|
"Offer Document" |
the offer document dated 28 July 2009 published on website www.vantisplc.com/ClientRegulatoryAnnouncements setting out the terms of the Offer; |
|
"Offer Price" |
6p per Capcon Holdings Plc share; |
|
"Offeror" |
Paul Jackson; |
|
"Shares" |
means the existing issued or unconditionally allotted and paid (or credited as fully paid) ordinary shares of 1 pence each in the capital of the Company and any further shares which are unconditionally allotted or issued fully paid (or credited as fully paid) on or prior to the date on which the Offer closes and "Share" shall mean any one of the Shares. |
A copy of this announcement is published on the following website:
www.vantisplc.com/ClientRegulatoryAnnouncements
This announcement has been issued by the Offeror. Vantis Corporate Finance Limited, which is authorised and regulated by the Financial Services Authority, is acting exclusively for the Offeror in relation to the Offer and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to the customers of Vantis Corporate Finance Limited or for advising them on any matter in relation to the Offer."
Enquiries:
Capcon Holdings plc 07747 020 600
Alex Borrelli
CV Capital LLP 0207 509 9318
Jason Metcalf
Ralph O'Beirne
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