UNG.L Regulatory News (UNG)

9 Jan 2007 17:34

Universe Group PLC09 January 2007 9 January 2007 Universe Group plc ("Universe" or the "Company") Placing of 6,225,000 new ordinary shares The Company announced on the 5 January 2007 the proposed sale of its Bureau deChange business Bellword Sarl ("Bellword"). It also announced, inter alia, thatthe Company was undertaking a placing of new ordinary shares to raise up to£360,000. The proposed Placing has now been finalised and the Board is pleased to announcethat, subject to shareholder approval, 6,225,000 new ordinary shares of 5 penceeach ("Placing Shares") have been placed with certain institutional investors,at a price of 6 pence per share (the "Placing") to raise £373,500, beforeexpenses. The proceeds of the Placing, together with £346,000 received from the £500,000initial cash proceeds through the sale of Bellword and after the £154,000 whichis required for repayment of the loan to Ray Mackie, will be applied toeliminate the Company's overdraft and to meet the Company's working capitalrequirements. Following the statement on the 17 November 2006 that the Board is undertaking astrategic review of the business, Universe is in an offer period for thepurposes of The Takeover Code (the "Code"). Accordingly, the Company is obligedto obtain shareholders' approval for any issue of new ordinary shares. AnExtraordinary General Meeting ("EGM") has been convened for 10.00am on 26January 2007 at which shareholders will be asked to consider the resolutionsrequired to approve the Placing and the disposal of Bellword. A Circularcontaining the notice of EGM (the "Circular") has been sent to shareholderstoday. The Placing Shares will represent 8.66 per cent. of the issued share capital ofthe Company as enlarged by the Placing. The Placing is conditional, inter alia,on the passing of the relevant resolution at the EGM and completion of theBellword sale. The Placing Shares will, when issued, rank equally in all respects with theCompany's existing ordinary shares, including the right to receive any dividendor other distribution declared, made or paid after the date of theirunconditional allotment. As at the date of this announcement, and following completion of the Placing,the Directors will have the following interests in the ordinary shares of theCompany: Director Number of ordinary shares Percentage of Percentage of as at existing issued enlarged share 8 January 2007 and share capital capital following following the Placing as at completion of the 8 January 2007 Placing Ray Mackie 8,557,397 13.04% 11.91%Barrie Brinkman 886,147 1.35% 1.23%Adrian Grinsell 60,541 0.09% 0.08%Eddie Paul 51,263 0.08% 0.07%John Scholes - - -Paul Cooper - - - Other than the Directors referred to above, as at the date of this document andfollowing completion of the Placing, the Directors are aware of the followinginterests that are or will be held directly or indirectly in 3 per cent. or moreof the issued ordinary share capital of the Company: Shareholder Number of Percentage of Number of Ordinary Percentage of Ordinary Shares existing issued Shares following enlarged issued as at 8 January share capital as completion of the ordinary share 2007 at Placing capital following 8 January 2007 completion of the Placing Ennismore Fund Management 9,517,122 14.50% 12,717,122 14.70%LtdSinger & Friedlander 4,448,279 6.78% 6,598,279 9.18%Investment Management LtdF&C Asset Management Plc 4,304,559 6.56% 4,304,559 5.99% Expected Timetable of Principal Events: Publication of the Circular to Shareholders 9 January 2007Latest time and date for receipt of completed Forms 10.00am on 24 January 2007of Proxy for the EGMExtraordinary General Meeting 10.00am on 26 January 2007Dealings in new ordinary shares expected to commence 8.00 am on 29 January 2007on AIM The Circular will be available from the offices of Charles Stanley Securities at25 Luke Street, London EC2A 4AR during normal business hours on any weekday(Saturday, Sunday and public holidays excepted) until 26 January 2007. For Further Information: Universe Group plc 02380 689510John Scholes, ChairmanPaul Cooper, Chief Executive Charles Stanley Securities 020 7149 6000Russell Cook Bishopsgate Communications Ltd 020 7562 3350Dominic BarrettoFran Read Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes, ''interested'' (directly or indirectly)in 1 per cent. or more of any class of ''relevant securities'' of Universe all''dealings'' in any ''relevant securities'' of Universe (including by means ofan option 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 ("Business Day") following the date of the relevanttransaction. This requirement will continue until the date on which the Offerbecomes, or is declared, unconditional as to acceptances, lapses or is otherwisewithdrawn or on which the ''offer period'' otherwise ends. If two or morepersons act together pursuant to an agreement or understanding, whether formalor informal, to acquire an ''interest'' in ''relevant securities'' of Universe,they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all ''dealings'' in ''relevantsecurities'' of Universe by Universe, or by any of its '' associates'', must bedisclosed by no later than 12.00 noon (London time) on the Business Dayfollowing the date of the relevant transaction. A disclosure table, givingdetails of the companies in whose ''relevant securities'' ''dealings'' should bedisclosed, and the number of such securities in issue, can be found on theTakeover Panel's website at www.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 quotations marks are defined in the Code, which can also be found onthe Takeover Panel's website. If you are in any doubt as to the application ofRule 8 to you, please contact an independent financial adviser authorised underFSMA, consult the Takeover Panel's website or contact the Panel on telephonenumber +44 (0)20 7382 9026 or fax +44 (0)20 7638 1554. If you are in any doubtas to whether or not you are required to disclose a ''dealing'' under Rule 8,you should consult the Takeover Panel. This information is provided by RNS The company news service from the London Stock Exchange