Statement re Possible Offer

14 Mar 2006 18:03

Chorion PLC14 March 2006 14 March 2006 Chorion PLCStatement re HIT Entertainment Limited Following the announcement by Chorion PLC ("Chorion"), on 23 February 2006, thatthe Independent Directors of Chorion and the board of Planet AcquisitionsLimited ("Planet Acquisitions") had reached agreement on the terms of arecommended cash acquisition of Chorion by Planet Acquisitions for 425p perChorion share, to be effected by means of a scheme of arrangement under section425 of the Companies Act 1985, Chorion confirmed, on 2 March 2006, that it hadreceived an approach from HIT Entertainment Limited ("HIT") as a potentialofferor and that it had made information on Chorion available to HIT. The Panel on Takeovers and Mergers (the "Panel") has been considering theapplication of note 1 to Rule 19.3 of the City Code on Takeovers and Mergers(the "Code") to the approach by HIT to Chorion and has now ruled that HIT must,by 12 noon on Tuesday 4 April 2006, either announce a firm intention to make anoffer for Chorion pursuant to Rule 2.5 of the Code or announce that it will notproceed with an offer for Chorion. In the event that HIT announces that it willnot proceed with an offer for Chorion, HIT and any person acting in concert withit will, except with the consent of the Panel or as otherwise specified, bebound by the restrictions contained in Rule 2.8 of the Code and in particularwill be unable to make an offer for Chorion for a period of six months from thedate of such announcement. The Committee of Independent Directors is considering its position and will givefurther guidance to shareholders shortly. 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 "relevantsecurities" of Chorion, all "dealings" in any "relevant securities" of thatcompany (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the EffectiveDate (as defined in the scheme of arrangement dated 28 February 2006) or thedate on which the "offer period" otherwise ends. If two or more persons acttogether pursuant to an agreement or understanding, whether formal or informal,to acquire an "interest" in "relevant securities" of Chorion, they will bedeemed 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 relevantsecurities of Chorion by any offeror or Chorion, or by any of their 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. Enquiries: PortlandTim Allan Telephone: +44 (0) 20 7404 5344 This information is provided by RNS The company news service from the London Stock Exchange