Statement re Offer Period Extension (2443Q)

TIDMCOO

RNS Number : 2443Q

Coolabi PLC

17 October 2011

 
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 OF SUCH 
 JURISDICTION. 
 

This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code. There can be no certainty that any offer for Coolabi plc will ultimately be made.

Coolabi plc (the "Company")

Update on possible Offer

Further to the announcement on 19 September 2011, the Company announces that in accordance with Rule 2.6(c) of the Takeover Code (the "Code"), the Takeover Panel has consented to an extension to the deadline of 5.00pm on 17 October 2011, prior to which North Promotions Limited ("North") was to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code, or that it does not intend to make an offer for the Company in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

Since the announcement on 20 September 2011 in which the independent directors of Coolabi plc announced that they have reached an understanding, in principle, with North regarding a potential offer for the Company, a number of workstreams have been proceeding, including confirmatory due diligence and taxation advice. However, having taken into account the likely time required for the necessary workstreams to have progressed to the satisfaction of North and the independent directors of the Company, the deadline prescribed under Rule 2.6(a) of the Code has been extended until 5.00pm on 31 October 2011.

This statement has been made with the agreement and approval of North. There can be no certainty that a firm offer will be made.

A further announcement will be made in due course.

17 October 2011

Disclosure requirements of 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 of the Code. 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 of the Code). 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.

For further information, please contact:

 
 Coolabi plc                                  Tel: [phone] 
 Stuart Lindsay 
  Senior Independent Non-executive Director 
 
 Evolution Securities                         Tel: [phone] 
 Jeremy Ellis / Chris Clarke 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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