Restore Regulatory News (RST)

24 Aug 2009 13:23



Mavinwood plc

Statement Regarding Possible Offer

The board of Mavinwood plc (the "Company") notes the recent movement in the Company's share price. The Board is considering a number of strategic options and discloses that it has received an expression of interest regarding a possible offer for the entire issued share capital of the Company. The Board wishes to emphasise that discussions are at a very preliminary stage and may or may not lead to an offer being made for the Company. There is no certainty that any offer will be forthcoming. 

In accordance with Rule 2.10 of the Takeover Code, the Company confirms that it has 466,271,145 voting ordinary shares of 0.1p each ("Ordinary Shares") in issue and admitted to trading on the AIM market of the London Stock Exchange under the ISIN code GB00B03JF317. 

A further announcement will be made if and when appropriate.

Enquiries:

Collins Stewart Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to the Company and is acting for no-one else in connection with any potential offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Collins Stewart Europe Limited nor for providing advice in connection with any potential offer or any other matter referred to herein.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of an offeror or of the Company, 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 the offeror or the Company, 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 the offeror or of the Company by the offeror or the Company, or by any of their respective "associates", must be disclosed (in accordance with Note 4 (a) to Rule 8 of the Code) by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction (unless the "dealing" is for discretionary clients and the associate is an "exempt fund manager" in which case the "dealing" must be privately disclosed in accordance with Notes 4 (b) and 5 (b) to Rule 8).

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.