3 Apr 2009 11:43
RELATED COMPANY INFORMATION ALTERATION
The (Company) referred to in the body of ' Rule 8.1 - Broca plc' announcement released on 3 April at 7am under RNS No 0724Q did not include Broca Plc as a releated company. The announcement below therefore includes Broca plc as a related company. The announcement text is unchanged and is reproduced in full below.
FORM 8.1
DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES
FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
(Rules 8.1(a) and (b)(i) of the Takeover Code)
The Panel has confirmed on an ex-parte basis that this dealing has no Code consequences.
1. KEY INFORMATION
| Name of person dealing (Note 1) | 2 ergo Group plc |
| Company dealt in | Broca plc |
| Class of relevant security to which the dealings being disclosed relate (Note 2) | Deferred shares of 1p |
| Date of dealing | 02 April 2009 |
2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE
(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)
| Long | Short | |
| Number (%) | Number (%) | |
| (1) Relevant securities | 1 100 | n/a n/a |
| (2) Derivatives (other than options) | n/a n/a | n/a n/a |
| (3) Options and agreements to purchase/sell | n/a n/a | n/a n/a |
| Total | 1 100 | n/a n/a |
Please see the explanation for the issue of the Deferred Share provided below in section 4 'Other Information' of this announcement.
(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)
| Class of relevant security: Ordinary shares of 1p each in Broca plc | Long | Short |
| Number (%) | Number (%) | |
| (1) Relevant securities | 7,487,542 19.15 | n/a n/a |
| (2) Derivatives (other than options) | n/a n/a | n/a n/a |
| (3) Options and agreements to purchase/sell | n/a n/a | n/a n/a |
| Total | 7,487,542 19.15 | n/a n/a |
(c) Rights to subscribe (Note 3)
| Class of relevant security: | Details |
| n/a | n/a |
3. DEALINGS (Note 4)
(a) Purchases and sales
| Purchase/sale | Number of securities | Price per unit (Note 5) |
| Purchase of 1 Deferred Share | 1 | 1 pence |
(b) Derivatives transactions (other than options)
| Product name, e.g. CFD | Long/short (Note 6) | Number of securities (Note 7) | Price per unit (Note 5) |
| n/a | n/a | n/a | n/a |
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
| Product name, e.g. call option | Writing, selling, purchasing, varying etc. | Number of securities to which the option relates (Note 7) | Exercise price | Type, e.g. American, European etc. | Expiry date | Option money paid/received per unit (Note 5) |
| n/a | n/a | n/a | n/a | n/a | n/a | n/a |
(ii) Exercising
| Product name, e.g. call option | Number of securities | Exercise price per unit (Note 5) |
| n/a | n/a | n/a |
(d) Other dealings (including new securities) (Note 4)
| Nature of transaction (Note 8) | Details | Price per unit (if applicable) (Note 5) |
| n/a | n/a | n/a |
4. OTHER INFORMATION
Agreements, arrangements or understandings relating to options or derivatives
| Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. |
| On 5 February 2009, 2 ergo Group plc ("2 ergo") announced that it had reached agreement on the terms of a recommended all share acquisition of the entire issued and to be issued share capital of Broca plc ("Broca"). At the General Meeting of Broca on 13 March 2009, Broca shareholders voted to authorise the re-classification of one authorised but unissued Broca ordinary share as a deferred share (the "Deferred Share") and the issue and allotment of the Deferred Share to 2 ergo. The Deferred Share was today subscribed for by 2 ergo for a subscription price of 1p paid in cash. By 2 ergo acquiring the Deferred Share prior to the Effective Date (expected to be on 8 April 2009), there is no requirement under section 103 of the 1985 Act for an independent valuation of the New Broca Shares to be allotted to 2 ergo under the Scheme. Capitalised terms used but not defined have the same meanings as given to them in the Scheme Document issued by Broca dated 18 February 2009 in relation to the Scheme. |
Is a Supplemental Form 8 attached? (Note 9) NO
| Date of disclosure | 02 April 2009 |
| Contact name | Jill Collighan |
| Telephone number | 0161 874 4222 |
| Name of offeree/offeror with which associated | Offeree: Broca plc Offeror: 2 ergo Group plc |
| Specify category and nature of associate status (Note 10) | 2 ergo Group plc is an Associate of Broca plc due to two of its Directors being on the Board of Broca plc and its provision of a loan facility to Broca plc. |