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Statement re Possible Offer

20 Sep 2012 09:00

RNS Number : 7220M
Petards Group PLC
20 September 2012
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Petards Group plc

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Statement re. Possible Offer

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Not for release, publication or distribution in whole or in part, in or into the United States, Canada, Australia, Japan or the Republic of Ireland

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Petards Group plc("Petards" or the "Company")

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Statement re. Possible Offer and Rule 2.10 announcement

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The Board of Petards announces that it has received a preliminary approach which may or may not lead to an offer being made for the Company.

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The Company announces that it has received a preliminary approach from Water Hall Group plc that may or may not lead to an offer being made for the Company. There can be no certainty that an offer will be made for Petards, nor as to the terms on which an offer may be made.

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RuleĀ 2.6(a) of the City Code on Takeovers and Mergers (the "Takeover Code"), requires that Water Hall Group plc, by not later than 5.00 p.m. on 18 October 2012 (the "relevant deadline"), either announce a firm intention to make an offer for Petards in accordance with Rule 2.7 of the Takeover Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Takeover Code applies.

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The relevant deadline will cease to apply to Water Hall Group plc if another offeror announces, prior to the relevant deadline, a firm intention to make an offer for Petards. In such circumstances, Water Hall Group plc will be required to clarify its intentions in accordance with Rule 2.6(d) of the Takeover Code.

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This is an announcement falling under Rule 2.4 of the Takeover Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made.

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A further announcement will be made as and when appropriate.

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Rule 2.10

In accordance with Rule 2.10 of the Takeovers Code, the Company confirms that it has 6,367,100 ordinary shares of 1 pence each in issue. The ISIN reference for these securities is GB00B4YL8F73.

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Ends

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Contact:

Andy Wonnacott, Finance Director

Petards Group plc

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+ 44 (0) 191 420 3000

Mike Coe/Marc Davies

WH Ireland Limited

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+ 44 (0) 117 945 3470

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WH Ireland Limited ("WH Ireland") which is regulated in the United Kingdom by The Financial Services Authority is acting for the Company in relation to the matters described in this announcement and is not advising any other person, and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of WH Ireland or for providing advice in relation to the matters described in this announcement.

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The directors of Petards, (other than Osman Abdullah) accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

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Disclosure requirements of the Takeover Code (the "Code")

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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.

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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.

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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.

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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).

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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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure".

This information is provided by RNS
The company news service from the London Stock Exchange
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END
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OFDLIFEDARIIFIF
Date   Source Headline
12th Mar 20147:00 amRNSIssue of Equity
10th Feb 20147:00 amRNSIssue of Equity
13th Jan 20147:00 amRNSDirectorate Change
8th Jan 20148:01 amRNSHolding(s) in Company
30th Dec 20138:00 amRNSCompletion of Compulsory Purchase
27th Dec 20132:28 pmRNSResult of Meeting
11th Dec 20137:00 amRNSContract Win
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3rd Dec 20133:10 pmRNSIssue of Equity
25th Nov 201312:01 pmRNSGrant of Share Options and Issue of Equity
19th Nov 20137:00 amRNSTrading Update
15th Nov 20133:06 pmRNSHolding(s) in Company
13th Nov 20134:20 pmRNSTransaction in Own Shares
13th Nov 20139:21 amRNSContract Announcement
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30th Oct 201310:01 amRNSAppointment of Joint Broker
29th Oct 20133:12 pmRNSOffer Update
24th Oct 20132:53 pmRNSIssue of Equity
24th Oct 20137:00 amRNSContract Win
14th Oct 20132:19 pmRNSIssue of Equity
9th Oct 20137:00 amRNSContract Win
1st Oct 20139:26 amRNSDirector/PDMR Shareholding
30th Sep 20137:00 amRNSHalf Yearly Report
25th Sep 20131:40 pmRNSIssue of Equity
19th Sep 20137:00 amRNSContract Win
13th Sep 201312:33 pmRNSIssue of Equity
4th Sep 20137:00 amRNSManagerial Appointment
30th Aug 20132:12 pmRNSOffer Update
21st Aug 20137:00 amRNSOffer Update
16th Aug 201310:28 amRNSForm 8.5 (EPT/NON-RI)
14th Aug 20137:00 amRNSOffer Update
8th Aug 20134:18 pmRNSResult of General Meeting
1st Aug 20138:47 amRNSIrrevocable undertaking
25th Jul 20133:46 pmRNSResult of AGM
24th Jul 20139:14 amRNSOffer Document Posted
24th Jul 20138:53 amRNSOffer Document Posted
15th Jul 201310:43 amRNSForm 8.5 (EPT/NON-RI)
10th Jul 20135:00 pmRNSForm 8.3 - Petards Group PLC
10th Jul 201311:01 amRNSForm 8.3 - Petards Group PLC
8th Jul 20132:04 pmRNSForm 8.3 - [Petards Group plc]
5th Jul 20134:35 pmRNSForm 8.3 - Petards Group PLC
5th Jul 201312:17 pmRNSForm 8.3 - Petards Group plc
2nd Jul 201310:43 amRNSForm 8.3 - Petards Group Plc
1st Jul 201312:30 pmRNSForm 8 (OPD) (Water Hall Group plc)
1st Jul 201312:27 pmRNSForm 8 (OPD) (Petards Group plc)
1st Jul 201310:38 amRNSForm 8 (OPD) (Petards Group Plc)
1st Jul 20137:05 amRNSOffer for Water Hall Group plc
1st Jul 20137:00 amRNSFinal Results
22nd Jan 201312:56 pmRNSCancellation of General Meeting

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