3 Sep 2013 14:18
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION (EACH A "RESTRICTED JURISDICTION")
COMS PLC
("Coms" or the "Company")
Statement Regarding a Possible Offer
3 September 2013
The Board of Coms plc (the "Board") notes the recent share price movement in the shares of Pinnacle Technology Group plc ("Pinnacle") and confirms that it is considering a possible corporate transaction with Pinnacle that could result in an offer by Coms for the entire issued and to be issued ordinary share capital of Pinnacle being made. In the event that an indicative offer is made, it is the current expectation of the Board that any such indicative offer would be at or around 21p per Pinnacle share.
This is an announcement falling under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code"). It does not represent a firm intention to make an offer under Rule 2.7 of the Code. Discussions are at a very preliminary stage and accordingly, there can be no certainty that any transaction or offer for Pinnacle will ultimately be forthcoming.
In accordance with Rule 2.6(a) of the Code, Coms must, by not later than 5.00pm on 30 September 2013, either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the 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 Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
A further announcement will be made when appropriate.
For enquiries please contact:
Coms plc Tel: +44 (0) 207 148 3000
David Breith (CEO)
Iain Ross (Chairman)
Charles Stanley Securities Tel: +44 (0) 207 149 6000
Financial Adviser, Nominated Adviser & Broker
Karri Vuori / Phil Davies
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. 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.
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.
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).
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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Coms confirms that as at close of business on 2 September 2013, being the latest practicable Business Day prior to the commencement of the Offer Period, it had 601,319,083 ordinary shares of 0.1p each in issue all with equal voting rights. The International Securities Identification Number for the 601,319,083 ordinary shares is GB00B3CDXQ41.