Westminster Group Regulatory News (WSG)

17 Nov 2009 09:13

The following replaces the "Re Westminster Group plc" announcement released 16 November at 15:56 under RNS Number 5843C.

The word "Draft" has been removed.

The full unchanged text appears below.

16.November.2009

Pentagon Protection Plc

('Pentagon' or 'the Company')

Announcement

Pentagon Protection Plc (AIM: PPR), the global specialist in the supply and installation of enhanced glass protection, notes today's announcement by Westminster Group Plc ('Westminster') the recent share price movement and recent speculation concerning a possible offer for the Company from Westminster. 

The Company confirms that Westminster last week made an approach to the Board of the Company, which in its opinion, was at a figure that substantially undervalued the company being considerably less than the share price at that time. The Board considers that this initial approach fails to reflect the clear value in Pentagon and the material progress it has made over the past 12 months. 

There can be no certainty as to whether a formal offer for the Company will or will not be made.

A further announcement will be made in due course.

-- End --

Enquiries:

Pentagon Protection Plc Tel: 01494 793 333

Haytham ElZayn, Chairman

Pentagon Protection Tel: 01494 793 333

Stephen Harrhy

The Directors of the Company accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors of the Company (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to impact the import of this announcement.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Pentagon, 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 pm (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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 Pentagon, 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 "relevant securities" of Pentagon by an offeror or Pentagon, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London 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.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, you should consult the Panel.