MTR.L Regulatory News (MTR)

17 Aug 2009 17:34



17 August 2009

Capcon Holdings plc ("Capcon" or the "Company")

Offer unconditional

The Company notes the announcement issued by Paul Jackson earlier today in relation to his offer for Capcon now being unconditional. The announcement issued by Paul Jackson is set out hereunder:

"17 August 2009

ANNOUNCEMENT - OFFER UNCONDITIONAL

(Rule 17.1 of the City Code on Takeovers and Mergers "Code")

In the Offer Document the Offeror stated that his Offer is conditional upon the Offeror receiving acceptances (which are not, where permitted, withdrawn) in respect of Shares which, together with the Shares acquired or agreed to be acquired before or during the Offer, will result in the Concert Party holding Shares carrying more than 50% of the voting rights then normally exercisable at general meetings of the Company.

The Offeror has now received acceptances under the terms of the offer in respect of a total of 832,276 Shares representing 7.13%of the voting capital of the Company. These acceptances together with the Concert Party's interest in 5,197,820 Shares amount to 51.63% of the issued share capital of the Company.

As a result the Concert Party will hold Shares carrying more than 50% of the voting rights then normally exercisable at general meetings of the Company and accordingly this condition having been met the Offer is now unconditional.

The Concert Party also has option rights over 193,750 new Shares. Save for this interest the Concert Party has no other interests in the Shares of the Company that fall to be disclosed as required by Rule 17.1 (b), (c) or (d) of the Code.

Rule 31.4 provides that once an offer had become or is declared unconditional as to acceptances it must remain open for acceptance for not less than 14 days after the date on which it would otherwise expired. Accordingly the Offer will remain open for acceptances until 1.00 pm on 2 September 2009 or such later date as the Offeror, with the consent of the Takeover Panel, may decide.

In this announcement:

"Company" Capcon Holdings Plc registered in England and Wales under number 4196004;

"Offer" the mandatory cash offer by the Offeror as set out in the Offer Document;

"Concert Party" Kenneth Dulieu, Clifford Cavender, Paul Ashton and Paul Jackson;

"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;

"Offer Document" the offer document dated 28 July 2009 published on website 

www.vantisplc.com/ClientRegulatoryAnnouncements

setting out the terms of the Offer."

Enquiries:

Capcon Holdings plc 0870 067 5050

Cliff Cavender

Shore Capital and Corporate Limited 020 7408 4090

Pascal Keane

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) in 1% or more of any class of 'relevant securities' of Capcon Holdings plc all dealings in any relevant securities of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3:30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Capcon Holdings plc, they will be deemed 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 'relevant securities' of Capcon Holdings plc or by any of its respective 'associates', must be disclosed by no later than 12:00 noon (London time) 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 in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.