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BNH Broker Network

595.00
0.00 (0.00%)
20 May 2024 - Closed
Delayed by 15 minutes
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

Compulsory Acqn of Shares

11/01/2008 12:08pm

UK Regulatory


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

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