6 Dec 2010 07:00
SpiriTel plc
("SpiriTel")
Conversion of Loan Notes and update to Rule 2.10 Announcement
Following the conversion of Loan Notes (as defined in the Offer Document posted to Shareholders and the announcement of 10 November 2010 by Daisy Group plc in respect of the offer for SpiriTel), application has been made for the admission to trading on the AIM market of the London Stock Exchange plc ("AIM") of 1,597,183 new Ordinary Shares ("New Ordinary Shares") issued and allotted today. Admission to trading on AIM of the New Ordinary Shares is expected to occur on Wednesday 8 December 2010.
In accordance with Rule 2.10 of the Takeover Code, SpiriTel confirms that following the issue and allotment of the New Ordinary Shares, and at the time and date of this announcement, it has 52,858,437 ordinary shares of 1 pence each ("Ordinary Shares") in issue, of which all are, or in respect of the New Ordinary Shares will be, admitted to trading on AIM under the ISIN code: GB00B4TF5D13.
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.