26 Apr 2012 07:00
This announcement does not constitute an announcement of a firm intention to make an offer
under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code"). There can be no
certainty that an offer will ultimately be made.
26 April 2012
TEG Group plc
Update on formal sale process
The Board of TEG Group plc ("TEG" or the "Company") makes the following update announcement to shareholders.
On 26 January 2012, the Company announced the commencement of a formal sale process to identify appropriate partners for the Company or major strategic investors. The deadline for receipt of indicative proposals from interested parties was 14 March 2012.
The Company received indicative proposals which are under consideration. Potential offerors have been provided with access to management and have had the opportunity to undertake site visits. Potential offerors will shortly be granted access to a detailed data room following which interested parties shall be invited to submit revised proposals to the Company. The Board hopes to be in a position to make a further announcement in the coming weeks.
The Board reserves the right to alter any aspect of the formal sale process as outlined in its announcement of 26 January 2012 or to terminate it at any time and in such cases, the Company will make an announcement as appropriate.
The Board reserves the right to reject any approach or terminate discussions with any interested party or participant at any time. There can be no certainty that any offer will be made for the Company or any other proposal for strategic investment or as to the level of any proposal or offer that may be made.
For further information please contact:
The TEG Group plc Michael Fishwick, CEO
| Tel: 01772 644980 www.theTeggroup.plc.uk |
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KPMG Corporate Finance (Financial Adviser to TEG) Chris Belsham
N+1 Brewin (NOMAD, Broker and Financial Adviser to TEG) Andrew Craig / Ben Wright |
Tel: 0161 246 4548
Tel: 0845 213 1000 |
Peckwater PR Tarquin Edwards |
Tel: 0787 945 8364 |
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated by the Financial Services Authority for investment business activities, is acting for the Company as financial adviser in relation to the possible offer for the Company and is not acting for any other person in relation to such possible offer for the Company. KPMG Corporate Finance will not be responsible to anyone other than Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this document or any possible offer for the Company or arrangement referred to herein.
Nplus1 Brewin LLP ("N+1 Brewin"), which is authorised and regulated by the Financial Services Authority is acting for the Company as financial adviser and broker in relation to the possible offer for the Company and is not acting for any other person in relation to such possible offer for the Company. N+1 Brewinwill not be responsible to anyone other than Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this document or any possible offer for the Company or arrangement referred to herein.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the 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 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% 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.
Publication on website
A copy of this announcement will be made available on the Company's website www.theteggroup.plc.uk.
For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.