Vela Technologies Regulatory News (VELA)

13 Feb 2006 13:22

Deal Group Media PLC13 February 2006 Not for release, publication or distribution in whole or in part, in or into theUnited States, Canada, Australia, Japan or any other jurisdiction if to do sowould constitute a violation of the relevant laws of that jurisdiction. DEAL GROUP MEDIA PLC ("DEAL GROUP or the Company"). STATEMENT REGARDING POSSIBLE OFFER. The Board of Deal Group notes the recent movement in the Company's share price,and announces that it has received more than one approach which may or may notlead to an offer being made for the entire issued and to be issued share capitalof the Company. These approaches are all of a preliminary nature and there is nocertainty that any of them will result in an offer actually being made. In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, DealGroup announces that it has 380,048,385 ordinary shares of 1p each in issue. Further announcements will be made as appropriate. Contacts: Deal Group Media plcAndrew DicksonTel: +44 (0)20 7691 1880 Panmure Gordon & Co(Financial adviser to Deal Group)Grant HarrisonKatherine RoeTel: +44 (0) 20 7459 3600 Media EnquiriesAbchurch CommunicationsAriane Vacher/Charlie Jack + 44 (0) 207 398 7700 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) in1% or more of any class of "relevant securities" of nCipher plc, all "dealings"in any "relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of nCipher plc, they will be deemed to be asingle person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Deal Group plc by Deal Group plc, or by any of its respective"associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.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 quotation marks are defined in the code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel's website atwww.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 20 76380129; fax +44 20 7236 7013. The Directors of Deal Group plc accept responsibility for the informationcontained in this announcement. To the best of the knowledge and belief of theDirectors of Deal Group plc, who have taken all reasonable care to ensure thatthis is the case, this information is in accordance with the facts and does notomit anything likely to affect its import. This announcement does not constitutean offer or invitation to purchase or subscribe for any securities. Panmure Gordon & Co which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Deal Group plc andfor no one else in connection with the potential offer and is not advising anyother person or treating any other person as its client in relation to the offerand will not be responsible to anyone other than Deal Group plc for providingthe protections afforded to clients of Panmure Gordon & Co, or for giving adviceto any other person in relation to the proposed offer, the contents of thisannouncement or any other matter referred to in this announcement. This information is provided by RNS The company news service from the London Stock Exchange