Response to Bronsstadet AB Offer

 

TIDMCPL 
 
RNS Number : 1967Q 
Chapelthorpe PLC 
29 July 2010 
 

Not for release, publication or distribution, in whole or in part, in, directly 
or indirectly, or into or from any jurisdiction where to do so would constitute 
a violation of the relevant laws of such jurisdiction 
 
29 July 2010 
 
                                Chapelthorpe plc 
 
        Response to Mandatory Unconditional Cash Offer by Bronsstadet AB 
 
The Board of Chapelthorpe plc ("Chapelthorpe" or the "Company") notes the 
announcement made on 22nd July 2010 by Bronsstadet AB ("Bronsstadet") confirming 
the making of a mandatory unconditional offer for the entire issued and to be 
issued ordinary share capital of the Company not already owned by Bronsstadet 
and its subsidiaries at a price of 25 pence per share in cash (the "Offer"). 
 
Jan G Holmstrom, a non-executive director of the Company, is currently the 
Managing Director of Browallia AB and a Director of Browallia Holdings Limited, 
both part of the Bronsstadet Group. Accordingly, the Board has decided that Mr 
Holmstrom should not be involved in any discussions in relation to the Offer and 
a committee of the independent directors of the Board (the "Independent 
Directors") has been established for this purpose. 
 
The Independent Directors, who are in discussions with the Company's advisers, 
are considering their position and will advise the Company's shareholders on 
what action to take in relation to the Offer in due course. 
 
In accordance with Rule 19.11 of the City Code, a copy of this announcement will 
be published on www.chapelthorpe.com 
 
For further information please contact: 
 
+-------------------------------------------+-----------------+ 
| Chapelthorpe plc                          | 0113 285 9020   | 
+-------------------------------------------+-----------------+ 
| Andy Weatherstone                         |                 | 
+-------------------------------------------+-----------------+ 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Brewin Dolphin                            | 0845 213 4730   | 
+-------------------------------------------+-----------------+ 
| Andrew Emmott                             |                 | 
+-------------------------------------------+-----------------+ 
| Neil McDonald                             |                 | 
+-------------------------------------------+-----------------+ 
 
DEALING DISCLOSURE REQUIREMENTS 
 
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. 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. If you are in any doubt as to whether you are required to make 
an Opening Position Disclosure or a Dealing Disclosure, you should contact the 
Panel's Market Surveillance Unit on [phone]. 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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