5 Oct 2010 15:03
For immediate release
MBL Group PLC ('MBL' or the 'Group')
Strategic Review
The board of MBL Group Plc ('Board'), the UK distributor of home entertainment products, notes today's rise in the share price of the Company.
As a result, the Board confirms that it is in the early stages of undertaking a strategic review to consider how best to take the business forward and accordingly has appointed KPMG Corporate Finance as financial advisor to assist with this process.
The strategic review is at a very early stage and may result in an offer being made for the Group as one of the possible outcomes, although the Board wishes to stress that there can be no certainty that any offer will be made for the Group. The Board intends to update shareholders as soon as it is appropriate to do so.
Accordingly, under the rules of the Takeover Code, MBL is now in an offer period. MBL confirms, pursuant to Rule 2.10 of the Takeover Code, that its issued share capital as at 4 October 2010 comprised 17,296,080 ordinary shares of 75 pence each. The shares are traded on AIM under ISIN GB00B0W48T45.
Dealing Disclosure Requirements
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
ENDS
Enquiries:
MBL Group Plc
Peter Cowgill, Chairman Tel: 0161 767 1620
KPMG Corporate Finance (Financial Advisor)
Chris Belsham Tel: 0161 246 4548
Brewin Dolphin Limited (Nominated Adviser)
Mark Brady Tel: 0845 213 4730
Sean Wyndham-Quin
Bishopsgate Communications
Gemma O'Hara/Siobhra Murphy Tel: 0207 562 3350