Offer Talks (0677E)

TIDMALG TIDMSTOB

RNS Number : 0677E

Autologic Holdings PLC

24 May 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION

AUTOLOGIC HOLDINGS PLC

Confirmation of talks regarding a possible Offer

Autologic Holdings PLC ("Autologic" or "the Company") confirms it is in talks with Stobart Group Limited ("Stobart") regarding a possible cash offer for the Company. There can be no certainty that an offer for the Company will be made or proposed, nor as to the terms on which any offer may be made. A further announcement will be made as soon as possible.

In accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Code"), Stobart will be required by not later than 5.00 p.m. on 21 June 2012 (the "relevant deadline"), to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code, or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

The relevant deadline will cease to apply to Stobart if another offeror announces, prior to the relevant deadline, a firm intention to make an offer for the Company. In such circumstances, Stobart will be required to clarify their intentions in accordance with Rule 2.6(d) of the Code.

This is an announcement falling under Rule 2.4 of the Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Code.

Kinmont is advising Autologic and Cenkos Securities plc ("Cenkos") is advising Stobart in relation to the possible offer.

For further information contact:

 
 Autologic Holdings PLC                        T: 01604 664458 
  Avril Palmer-Baunack, CEO 
 Biddicks                                      T: 020 3178 6378 
  Katie Tzouliadis 
  Sophie McNulty 
 Stobart Group Limited                         T: 01925 605 400 
  Rodney Baker-Bates, Non-executive Chairman 
 Square 1 Consulting                           T: 020 7929 559 
  David Bick 
  Mark Longson 
 

In relation to the potential offer, Cenkos, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Stobart and for no-one else and will not be responsible to any person other than Stobart for providing the protections afforded to clients of Cenkos, nor for providing advice in relation to the potential offer or any other matters referred to herein.

Kinmont, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autologic and for no-one else in connection with the potential offer and will not be responsible to any person other than Autologic for providing the protections afforded to clients of Kinmont, nor for providing advice in relation to the potential offer or any other matters referred to herein.

Cenkos is Autologic's nominated adviser and broker for the purpose of the AIM Rules for Companies and the AIM Rules for Nominated Adviser.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.2. Effective 19 September 2011, Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCEALSLADXAEFF