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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Broker Network | LSE:BNH | London | Ordinary Share | GB00B00GD538 | ORD 2P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 595.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:6065L Towergate Partnership Limited 11 January 2008 OFFER UPDATE Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction FOR IMMEDIATE RELEASE 11 January 2008 Recommended Cash Offer by Towergate Partnership Limited ("Towergate") for the entire issued and to be issued share capital of Broker Network Holdings plc ("Broker Network") POSTING OF COMPULSORY ACQUISITION NOTICES On 27 November 2007, Towergate Partnership Limited ("Towergate") announced the terms of a cash offer for the entire issued and to be issued share capital of Broker Network Holdings Plc ("Broker Network"), which was recommended by the board of Broker Network. The full terms and conditions of the Offer are set out in the offer document, which was posted to Broker Network Shareholders on 29 November 2007 (the "Offer Document"). On 21 December 2007, Towergate announced that all of the conditions to the Offer had been satisfied or waived and declared the Offer unconditional in all respects. Further to Towergate's announcement on 21 December 2007 regarding its intention to exercise its rights pursuant to the provisions of section 974 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily all remaining Broker Network Shares to which the Offer relates in respect of which it has not received valid acceptances or which it has not otherwise acquired on the same terms as the Offer, Towergate announces the despatch today of compulsorily acquisition notices to Broker Network Shareholders who have not accepted the Offer. The transfer of the compulsorily acquired Broker Network Shares is expected to take place on or after 22nd February 2008. Broker Network Shareholders who wish to accept the Offer and who have not already done so should, if their Broker Network Shares are held in certificated form, complete and return their Form of Acceptance as soon as possible in accordance with the instructions printed on it. Broker Network Shareholders who hold Broker Network Shares in uncertificated form and who have not yet accepted the Offer are reminded to follow the CREST procedure set out in the Offer Document. Terms defined in the Offer Document shall, unless the context otherwise requires, have the same meanings in this announcement. Enquiries: Lexicon Partners Tel: 020 7653 6000 Stuart Britton Joe Suddaby Tulchan Communications Tel: 020 7353 4200 Paul Harris Cenkos Securities Tel: 020 7397 8900 Ian Soanes Fox-Pitt, Kelton Tel: 020 7663 6000 Ryan Brown Broker Network PR and Communications Tel: 01423 554147 Kelly-Ann Knight This announcement does not constitute or form part of an offer for, or solicitation of any offer for, or invitation to sell or purchase or subscribe for any securities. The Offer will be made solely by means of the Offer Document and the form of acceptance accompanying the Offer Document which will contain the full terms and conditions of the Offer, including details of how it may be accepted. Lexicon Partners is acting exclusively for Towergate and no-one else in connection with the Offer and will not be responsible to anyone other than Towergate for providing the protections afforded to clients of Lexicon Partners nor for providing advice in relation to the Offer or any matter referred to in this announcement. Lexicon Partners is authorised and regulated in the United Kingdom by the Financial Services Authority. Cenkos Securities is acting exclusively for Broker Network and no-one else in connection with the Offer and will not be responsible to anyone other than Broker Network for providing the protections afforded to clients of Cenkos Securities nor for providing advice in relation to the Offer or any matter referred to in this announcement. Cenkos Securities is authorised and regulated in the United Kingdom by the Financial Services Authority. Fox-Pitt, Kelton Limited is acting exclusively for Broker Network and no-one else in connection with the Offer and will not be responsible to anyone other than Broker Network for providing the protections afforded to clients of Fox-Pitt, Kelton nor for providing advice in relation to the Offer or any matter referred to in this announcement. Fox-Pitt, Kelton is authorised and regulated in the United Kingdom by the Financial Services Authority. The availability of the Offer to Broker Network Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Unless otherwise determined by Broker Network and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in, into or from, or by use of mails or any means or instrumentality (including, without limitation, facsimile transmission, telephone or internet) of interstate or foreign commerce of, or any facilities of a national, state or other securities exchange of any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from or within any such countries or jurisdiction. Accordingly, copies of any documents relating to the Offer must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any such jurisdiction as to do so may invalidate any such purported acceptance of the Offer. The Panel wishes to draw attention to certain UK dealing disclosure requirements following the announcement of the Offer. An "offer period" is deemed to commence at the time when an announcement is made of a proposed or possible offer, with or without terms. Accordingly, the offer period began on 12 October 2007. The disclosure requirements are set out in more detail in Rule 8 of the City Code. Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of " relevant securities" of Broker Network or Towergate, 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 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 Broker Network or of Towergate, 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 City Code, all "dealings" in "relevant securities" of Broker Network or of Towergate, by Towergate or Broker Network, or by any of their respective "associates", must be disclosed by no later than 12.00 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 http:// 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 City 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 contact an independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if not, an appropriately authorised independent financial adviser or consult the Panel's website at http:// www.thetakeoverpanel.org.uk/ or contact the Panel on +44 20 7382 9026; fax: +44 20 7236 7005. This information is provided by RNS The company news service from the London Stock Exchange END CASSFIFEFSASESF
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