SuperGroup Regulatory News (SGP)

28 Jul 2006 17:35

Mama Group plc28 July 2006 Update regarding Possible Offer by MAMA Group Plc ("MAMA Group") for The Sanctuary Group Plc ("Sanctuary") The Board of MAMA Group confirms that its representatives met withrepresentatives of the Board of Sanctuary yesterday. The Board of MAMA Groupnotes the announcement made by Sanctuary earlier today regarding their rejectionof the approach made by MAMA Group. The Board of MAMA Group believes that thecursory examination of its proposals by the Board of Sanctuary during thatmeeting and the dismissal of the approach by MAMA Group are not in the bestinterests of Sanctuary shareholders. MAMA Group reserves its right to proceed with an offer without therecommendation of the Sanctuary Board. Status of the Possible Offer This announcement is not a firm intention to make an offer and accordinglySanctuary and MAMA Group shareholders should note that there can be no certaintythat the Possible Offer will be made nor as to the terms on which it would bemade. Enquiries: For further information contact: Adam Driscoll or Dean James , Co-Chief Executives, Tel: 020 7691 4555MAMA Group Plc David Bick or Mark Longson, Holborn PR Tel: 020 7929 5599 David Bick 07831 381201 Mark Longson 07852 129625 Mark Percy/Nicola Marrin, Seymour Pierce Limited Tel: 020 7107 8000 Seymour Pierce, which is regulated in the United Kingdom by the FinancialServices Authority, is acting as financial adviser to MAMA Group and no one elsein connection with the Possible Offer and will not be responsible to anyoneother than MAMA Group for providing the protections afforded to customers ofSeymour Pierce nor for providing advice in relation to the Possible Offer. The availability of the Possible Offer or the distribution of this announcementto persons who are not resident in the United Kingdom may be affected by thelaws of the relevant jurisdictions in which they are located. Persons who arenot so resident should inform themselves of, and observe, any applicablerequirements. This announcement has been prepared for the purposes of complyingwith English law and the United Kingdom Takeover Code ("Code") and informationdisclosed may not be the same as that which would have been disclosed if thisannouncement had been prepared in accordance with the laws of jurisdictionsoutside of England. This announcement does not constitute an offer to sell or an invitation topurchase or subscribe for any securities or the solicitation of an offer to buyor subscribe for any securities, or any firm intention to make any such offer. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,'interested' (directly or indirectly) in 1 per cent. or more of any class of'relevant securities' of MAMA Group or Sanctuary, all 'dealings' in any'relevant securities' of that company (including by means of an option inrespect of, or a derivative referenced to, any such 'relevant securities') mustbe publicly disclosed by no later than 3.30 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which any offer (if made) becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the 'offer period' otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an 'interest' in 'relevant securities', they will be deemed to be asingle person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevantsecurities' by MAMA Group or Sanctuary, or by any of their respective'associates', must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevantsecurities' 'dealings' should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an 'interest' byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a 'dealing' under Rule 8, you should consult the Panel. Not for release, publication or distribution, in whole or in part, in or intothe United States, Canada, the Republic of South Africa, Japan or Australia orany other jurisdiction where to do so would constitute a violation of therelevant laws of such jurisdiction. END This information is provided by RNS The company news service from the London Stock Exchange