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9 Feb 2009 07:00
Chaucer Holdings PLC
9 February 2009
In response to the recent press speculation, the board of Chaucer Holdings PLC ("Chaucer" or "the Company") wishes to confirm that since the announcement on 28 January 2009 setting out the Company's plans to raise £75 million (net of expenses) through a Firm Placing and Placing and Open Offer, the Company has received a number of approaches which may, or may not, lead to offers for the entire issued share capital of the Company. These approaches are in addition to the approach from Novae Group plc that was announced on 27 January 2009. The Company has been holding discussions with each of the parties who have made these approaches and the Chaucer board will be meeting later today to consider the proposals put to it.
Further updates will be provided to shareholders in due course.
Terms defined in the Prospectus have the same meanings in this announcement.
Enquiries:
Ewen Gilmour
Chief Executive Officer
Chaucer Holdings PLC
T 020 7397 9700
Angus Winther
Lexicon Partners Limited
T 020 7653 6000
Oliver Hemsley
Numis Securities Limited
T 020 7260 1000
Peter Rigby / Juliet Tilley
Haggie Financial
T 020 7417 8989
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Chaucer, 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 Chaucer, 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 Chaucer by Chaucer, or by any of their 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.
Terms in quotation marks are defined in the Code, which can also be found on the Takeover Panel's website (www.thetakeoverpanel.org.uk).
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