Offer Update

14 Jun 2007 09:57

Reliance Security Group PLC14 June 2007 RELIANCE SECURITY GROUP plc (Reliance or the Company) Reliance Security Group plc notes today's announcement by the Executive Chairmanof Reliance, Brian Kingham, regarding the receipt of an undertaking from ArtemisInvestment Management Limited, in respect of its 4.8% shareholding in Reliance. Following the announcement on 17th April that Brian Kingham was at a verypreliminary stage of considering the possibility of making an offer for theissued and to be issued share capital , the Board of the Company constituted acommittee, comprising the non-executive directors (the "Independent Directors")to consider this matter. The Company now confirms that an approach has beenmade by Brian Kingham, which may or may not lead to an offer being made for theCompany. Following discussions with Brian Kingham and his advisers, and havingreceived an indication that, if an offer is forthcoming, it will be at a levelof not less than 916p (including any final dividend per share in respect of theyear ended 27th April 2007), the Independent Directors have now made availableto them certain information on the Company. The Company notes Mr Kingham's statement that "significant progress has beenmade in the preparatory work ahead of a possible offer", but reiterates thatthere is no certainty that an offer will be made by or on behalf of Mr Kinghamfor the Company. A further announcement will be made in due course. Enquiries: Malcolm Moir JPMorgan Cazenove Tel: 020 7588 2828 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 Reliance, all "dealings" inany "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until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends.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 Reliance, 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 Reliance by the potential offeror or Reliance, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London 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. Disclosure in accordance with Rule 2.10 of the City Code: In accordance with Rule 2.10 of The City Code on Takeovers and Mergers, theCompany confirms that, at the close of business on 13 June 2007, the Company'sissued share capital consisted of 21,512,855 ordinary shares of 5 pence each.This number of relevant securities excludes the 400,000 shares currently held inTreasury. JPMorgan Cazenove Limited ("JPMorgan Cazenove"), which is authorised andregulated in the United Kingdom by the Financial Services Authority, is actingfor Reliance and no-one else in connection with the matters referred to hereinand will not be responsible to anyone other than Reliance for providing theprotections afforded to clients of JPMorgan Cazenove or for giving advice inrelation to such matters. This information is provided by RNS The company news service from the London Stock Exchange