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22 Dec 2008 07:01
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FOR IMMEDIATE RELEASE
22Β December 2008
Pure WaferΒ plc
Statement regardingΒ possible offer
TheΒ board ofΒ Pure WaferΒ plc ("Pure Wafer" or "the Company")Β confirms thatΒ it hasΒ received aΒ preliminaryΒ approach from a third partyΒ that may or may not lead toΒ an offer being made for the Company.Β There is no certainty that a formal offer will be made for the Company or the terms on which any such offer might be made. A further announcement will be made in due course.
Dealing Disclosure RequirementsΒ
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is,Β or becomes, "interested" (directly or indirectly) in 1% or more of any class ofΒ "relevant securities" of Pure Wafer, all "dealings" in anyΒ "relevant securities" of that company (including by means of an option in respect of,Β or a derivative referenced to, any such "relevant securities") must be publiclyΒ disclosed by no later than 3.30 pm (London time) on the London business dayΒ following the date of the relevant transaction. This requirement will continue until theΒ date on which the offer becomes, or is declared, unconditional as to acceptances,Β lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. IfΒ two or more persons act together pursuant to an agreement or understanding, whetherΒ formal or informal, to acquire an "interest" in "relevant securities" ofΒ Pure Wafer, they will be deemed to be a single person for the purpose ofΒ Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" ofΒ Pure WaferΒ by the offeror or the offeree company, or byΒ any of their respective "associates", must be disclosed by no later than 12.00 noonΒ (London time) on the London business day following the date of the relevantΒ transaction.
A disclosure table, giving details of the companies in whose "relevant securities"Β "dealings" should be disclosed, and the number of such securities in issue, can beΒ found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economicΒ exposure, whether conditional or absolute, to changes in the price of securities. InΒ particular, a person will be treated as having an "interest" by virtue of the ownershipΒ or control of securities, or by virtue of any option in respect of, or derivativeΒ referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on theΒ Panel's website. If you are in any doubt as to whether or not you are required toΒ disclose a "dealing" under Rule 8, you should consult the Panel.
In accordance with Rule 2.10 of the City Code onΒ Takeovers and Mergers, Pure WaferΒ confirms that it currently has in issueΒ 26,591,182Β ordinary shares ofΒ 2p each.Β
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The International Securities Identification Number for the ordinary shares is GB00B02QYY79.Β
ENDS
Enquiries:
Pure WaferΒ plc 01792 311 200
Peter Harrington, Chief ExecutiveΒ Officer
AltiumΒ 0161 831 9133
Phil Adams/Paul Lines
Financial DynamicsΒ 020 7831 3113
Billy Clegg/Edward Westropp
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