SMRT.L Regulatory News (SMRT)

14 Dec 2007 14:32

Coms PLC14 December 2007 COMS plc Rule 2.10 of the Takeover Code - Number of Relevant Securities in Issue Following the announcement yesterday that Coms plc (the "Company" or "Coms") isin discussions with Sim4Travel Holdings plc ("Sim4Travel") which may or may notlead to an offer being made for the whole of the issued share capital ofSim4Travel, the Company confirms in accordance with Rule 2.10 of the TakeoverCode that: (i) its issued share capital consists of 1,056,378,200 ordinary shares with a nominal value of 0.01 pence each ("ordinary Shares"), each share having equal voting rights; and (ii) the Company does not hold any Ordinary Shares in treasury. Therefore the total number of Ordinary Shares with voting rights is1,056,378,200. The Company has the following outstanding warrants ("Warrants"): (i) Warrants issued on 15 February 2005 to subscribe for 3,500,000 Ordinary Shares (exercisable at 0.1 p and valid until 15 February 2008) (ii) 'A' Warrants issued on 15 February 2005 to subscribe for 2,500,000 Ordinary Shares (exercisable at 2p and valid until 15 February 2008) (iii)'B' Warrants issued on 9 August 2006 to subscribe for 15,500,000 Ordinary Shares (exercisable at 1p and valid until 5 September 2009) The Ordinary Shares are admitted to trading on AIM under UK ISIN CodeGB00B069TP89. Date: 14 December 2007 Contact: Coms plcJason Drummond, ChairmanTel: +44 (0)20 7148 3600 HB CorporateRod VenablesTel: +44 (0)20 7510 8600 Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code, if any person is, orbecomes, "interested" (directly or indirectly) in 1% or more of any class of"relevant securities" of the Company or of the offeree, all "dealings" in any"relevant securities" of the Company or the offeree (including by means of anoption in respect of, or a derivative referenced to, any such "relevantsecurities") 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. Thisrequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends.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 Takeover Code, all "dealings" in"relevant securities" by the Company or the offeree, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London 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 Takeover Code, which can also befound 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 an independent financial adviserauthorised under the Financial Services and markets Act 2000the Takeover Panel. This information is provided by RNS The company news service from the London Stock Exchange