10 Nov 2010 17:06
SpiriTel PLC
("SpiriTel")
Cancellation of Admission to Trading on AIM
Further to the announcement made earlier today by Daisy Group plc ("Daisy") that the offer, by Daisy for the entire issued and to be issued ordinary share capital of SpiriTel (the "Offer"), has been declared unconditional in all respects (the "Announcement"), at the request of Daisy, SpiriTel is applying to the London Stock Exchange for the cancellation of admission to trading of ordinary shares in the capital of SpiriTel on AIM ("Cancellation").
The London Stock Exchange has agreed that shareholder consent in general meeting of SpiriTel, which would otherwise be required pursuant to AIM Rule 41, will not be required as the proposed Cancellation is pursuant to the takeover by Daisy of SpiriTel which has been declared wholly unconditional in all respects and furthermore that Daisy is the beneficial owner, or has received valid acceptances, in respect of more than 75 per cent. of the entire issued ordinary share capital of SpiriTel.
Cancellation of the AIM quote is expected to be effective from 7.00am on 9 December 2010.
As detailed in the Announcement, following the Cancellation, Daisy intends to re-register SpiriTel as a private company under the relevant provisions of the Companies Act 2006. Daisy also intends to implement the procedure set out in sections 979 to 982 (inclusive) of the Companies Act 2006 to acquire compulsorily all of the outstanding ordinary shares in the capital of SpiriTel which it has not already acquired or contracted to acquire or in respect of which it has not already received valid acceptances.
For further information please visit www.spiritelplc.com or contact:
SpiriTel plc | Tavistock Communications | FinnCap |
Matthew Riley | Simon Hudson | Marc Young |
Anthony Riley | James Midmer | Henrik Persson |
Tel: 01282 607785 | Tel: 020 7920 3150 | Tel: 020 7600 1658 |
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested in 1% 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 (as defined in the City Code) 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 (as defined in the City Code).
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% 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.orq.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.