Shares in Public Hands

 

TIDMOPD 
 
RNS Number : 3067E 
OPD Group PLC 
17 December 2009 
 

17 December 2009 
                             For immediate release 
 
 
OPD Group plc ("OPD" or the "Company") 
 
 
Shares in Public Hands (LR 9.2.15) 
 
 
An offer was made by Offerco Limited ("Offerco") for OPD on 27 May 2009 and 
closed, having been declared unconditional in all respects, on 24 July 2009. As 
a result, Offerco currently holds approximately 63.1 per cent. of OPD's existing 
issued share capital. Certain Shareholders did not accept the Offer 
and together, these Shareholders still hold over 30 per cent. of the Company's 
issued share capital. Of these Shareholders, funds managed by Schroders plc (the 
"Schroders Funds") currently hold in excess of 25 per cent. of the Company's 
issued share capital. 
 
 
Listing Rule 6.1.19 states that at least 25 per cent. of a listed company's 
issued share capital must be held in public hands and that shares held by any 
person or persons in the same group or persons acting in concert who have an 
interest in 5 per cent. or more of the shares are not deemed to be in public 
hands. On 14 July 2009, in accordance with Listing Rule 9.2.16, the Company 
informed the UK Listing Authority that, given the size of the combined 
shareholdings of Offerco and the Schroders Funds, it might be in breach of 
Listing Rule 9.2.15, which states that a listed company must comply with Listing 
Rule 6.1.19 at all times. 
 
 
The Board takes seriously its continuing obligations under Rule 9 of the Listing 
Rules and continues to examine ways to rectify its free float position and bring 
the Company back into compliance with the Listing Rules. In this regard, the 
Company has explored with Offerco and the Schroders Funds the following measures 
as potential resolutions to its current free float position but, to date, has 
been unsuccessful in obtaining the necessary support for any of them: 
 
 
  *  selling shares to put more shares in public hands; 
  *  a resolution to transfer to AIM; and 
  *  a resolution to delist the Company. 
 
 
 
Under the rules of the Takeover Code, except with the consent of the Panel, 
Offerco may not within six months of the closure of its previous offer, being 24 
July 2009, make a further offer to any shareholder of OPD, or acquire any 
interest in Shares on more favourable terms than those made under the previous 
offer. The Directors have been informed by Offerco that it has no 
current intention to make a further offer. 
 
 
The UK Listing Authority has been made aware of the outcome of these discussions 
and of the Directors' view that, in the absence of a significant change in the 
positions of Offerco and / or the Schroders Funds, the free float position is 
unlikely to be resolved in the near future. If the Company is unable to resolve 
its free float position, it will continue to be in breach of its continuing 
obligations under the Listing Rules. 
 
 
The Board will continue to consider all possible and appropriate techniques of 
redressing the  Company's current free float position and will continue to 
engage with Offerco and the Schroders Funds in seeking a resolution. The Company 
will also keep the UK Listing Authority and Shareholders regularly informed of 
its progress in pursuing a resolution and whether the Board believes that a 
resolution can be achieved. There is a risk that in seeking such resolution, the 
Board's time and attention will be diverted from other significant matters and 
that the Company may incur additional costs. 
 
 
Enquiries 
 
 
OPD Group plc 
Ian Moss, Group Finance Director                          [phone] 
 
 
Investec Investment Banking 
Rowena Murray                                                         +44 (0) 20 
7597 5970 
Cara Griffiths 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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