Wilmington Regulatory News (WIL)

28 Jul 2008 07:00



FOR IMMEDIATE RELEASE  28 July 2008 

Wilmington Group plc ("Wilmington" or the "Company")

The Board of Wilmington notes the recent press speculation and confirms that it has received a preliminary approach which may or may not lead to an offer being made for the Company. 

There can be no certainty that an offer will be made nor as to the terms on which any offer might be made. 

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the "Code"), Wilmington confirms that it has 82,544,679 ordinary shares of 5 pence each in issue, outside treasury and admitted to trading on the London Stock Exchange under the UK ISIN code GB0009692319. 

Enquiries: 

Wilmington - 020 7422 6800

Charles Brady, Chief Executive

Basil Brookes, Finance Director

RBS/ABN AMRO Corporate Finance Limited - 020 7678 8000

Christopher Hill

RBS Hoare Govett - 020 7678 8000

Sara Hale 

John Fishley

Weber Shandwick Financial - 020 7067 0700

Nick Oborne

Louise Robson

Hannah Marwood

ABN AMRO Corporate Finance Limited and RBS Hoare Govett Limited, which are both authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for Wilmington and its Directors and no one else in connection with this matter and will not be responsible to anyone other than Wilmington and its Directors for providing the protections afforded to clients of ABN AMRO Corporate Finance Limited or RBS Hoare Govett Limited nor for providing advice in relation to this matter, the content of this announcement or any matter referred to herein. 

Dealing Disclosure Requirements 

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Wilmington, all "dealings" in any "relevant securities" of Wilmington (including by means of an option in respect of, or a derivative references to, any such "relevant securities") must be publicly disclosed by no later than 3.30pm (London time) on the London 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 Wilmington they will be deemed to a single person for the purpose of Rule 8.3. 

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Wilmington by the potential offeror or Wilmington or by any of their respective "associates", must be disclosed by no later than noon (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 Takeover Panel's website at www.takeoverpanel.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 Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Takeover Panel. 

END