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10 Aug 2009 11:52
CAPCON HOLDINGS PLC
("Capcon")
Independent Director recommends acceptance of Offer by Paul Jackson
10 August 2009
Capcon has today published a circular to shareholders (the "Circular") in which the independent director of Capcon, having been so advised by CV Capital LLP, has recommended that, in the absence of a higher cash offer, Capcon shareholders accept the offer from Paul Jackson (the "Offer") which was formally made on 28 July 2009 on the following basis:
for each ordinary share of 1p in the capital of Capcon: 6p in cash.
The Circular to Capcon shareholders is available to be viewed and downloaded at the Company's website at http://www.capconplc.com/investors/downloads/financial-releases/Circular-Aug-09-Response-to-Offer-by-Paul-Jackson.pdf and will continue to be made available at that website, free of charge, until the Offer closes.
A letter notifying shareholders of the location of the website at which the Circular may be viewed and/or downloaded will be posted today to shareholders of the Company and, for information only, to holders of options over Capcon Shares.
Shareholders of the Company may request a hard copy of the Circular, and any information incorporated into it by reference to another source, in hard copy form by writing to Alex Borrelli at Capcon Holdings plc, Atrium Business Centre, Curtis Road, Dorking, Surrey, RH4 1XA or by telephone on 0870 0675050 or, if calling from outside the UK, on +44 870 0675050 between 9.00am and 5.00pm (London time) Monday to Friday (except UK public holidays). A hard copy of the Circular will not be sent to shareholders of the Company unless they so request it.
Shareholders wishing to accept the Offer should refer to the offer document published on 28 July 2009, which provides information about the procedure for acceptance of the Offer and which may be viewed and/or downloaded at:
www.vantisplc.com/ClientRegulatoryAnnouncements
Enquiries:
Capcon Holdings plc 07747 020 600
Alex Borrelli
CV Capital LLP 0207 509 9318
Jason Metcalf
Ralph O'Beirne
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 purposes 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 'relevant securities' '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.
CV Capital LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Capcon Holdings plc and no one else in connection with the Offer and, accordingly, will not be responsible to anyone other than Capcon Holdings plc for providing the protections offered to clients of CV Capital LLP or for providing advice in relation to the Offer, the contents of this announcement, or any transaction, arrangement or matter referred to herein. No representation or warranty, express or implied, is made by CV Capital LLP as to any of the contents of this document (without limiting the statutory rights of any person to whom this document is issued).
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