WHIreland Regulatory News (WHI)

10 Mar 2009 11:20



10 March 2009

WH Ireland Group PLC ("WH Ireland")

Rule 8.4 Disclosure

As referred to in the announcement released by WH Ireland and Blue Oar PLC ("Blue Oar") on 2 March 2009, the irrevocable commitment received by WH Ireland from Evolve Capital PLC ("Evolve") (the "Evolve Undertaking") to vote in favour of (or accept) the possible offer by WH Ireland for Blue Oar (the "Possible Offer") in respect of Evolve's entire holding of Blue Oar shares (representing approximately 64.9 per cent. of the existing issued share capital of Blue Oar) ceased to be binding if, inter alia, an announcement of a firm intention to make an offer under Rule 2.5 of the City Code was not made by 12 noon on 9 March 2009.

WH Ireland and Blue Oar further announced on 9 March 2009 that discussions were well advanced and ongoing between the parties and that a further announcement would be made in due course.

As the Evolve Undertaking has now ceased to be binding, WH Ireland announces it no longer has a disclosable interest in the securities of Blue Oar under the provisions of Rule 8.4 of the City Code.

Enquiries:

Dealing Disclosure Requirements

The disclosure requirements are set out in more detail in Rule 8 of the Code. In particular, under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of Blue Oar or WH Ireland, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the offer period otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Blue Oar or WH Ireland, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Blue Oar or WH Ireland by WH Ireland or Blue Oar, or by any of their respective 'associates' (within the meaning of the Code), must also be disclosed by no later than 12.00 p.m. (London time) on the Business Day following the date of the relevant transaction.

A disclosure table giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. 

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8 of the Code, you should consult the Panel.

If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (020) 7638 0129; fax: +44 (020) 7236 7013.

This Announcement does not constitute, or form part of, an offer or invitation to purchase any securities.