Statement re Potential Offer (5275O)

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RNS Number : 5275O

Coolabi PLC

20 September 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 is being made by Coolabi plc in accordance with Rule 2.4 of the Takeover Code. 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")

Statement re Potential Offer

Further to the announcements made on 9 August and 15 August 2011, the independent directors of Coolabi plc announce that they have reached an understanding, in principle, with North Promotions Limited ("North") regarding its potential offer for the Company, which is 7.75p per share in cash with a share alternative in North (the "Potential Offer"). North attaches great importance to the skills and experience of the existing Coolabi management and, accordingly it is intended that any offer, if made, will include management incentivisation arrangements which will be subject to the requirements of Rule 16.2 of the Takeover Code.

Any offer remains subject to a number of pre-conditions, including the satisfactory completion of confirmatory due diligence. North reserves the right to waive any of the pre-conditions which apply to it. North reserves the right to make an offer at any time at a value below 7.75p per Coolabi share with the agreement and recommendation of the independent directors of Coolabi.

In arriving at this position, the independent directors, having consulted with the major shareholders of the Company, considered alternative options available to the Company including, inter alia, continuing its current strategy of organic growth and an equity fundraising. As a result, the independent directors have concluded that the Potential Offer is the best option presently available to the Company.

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.

20 September 2011

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 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. 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].

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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