Statement in Response to Press Speculation
Next Fifteen Communications Plc
The board of Next Fifteen has noted the article in yesterday’s Sunday Telegraph and can confirm that it has received two approaches to acquire the entire issued share capital of the Company.
Whilst considering these approaches, the board wishes to make it quite clear that discussions with the parties concerned are at a very early stage. It is emphasised that these discussions are preliminary and that there is no certainty that any offer will be forthcoming. Accordingly shareholders in Next Fifteen are advised that they should take no action at this stage.
A further announcement will be made in due course.
In accordance with Rule 2.10 of The Takeover Code, the Company confirms that as at close of business on 8 May 2009, it had the following relevant securities in issue:
54,083,299 ordinary shares of 2.5p each.
The ISIN number for these securities is GB0030026057
Enquiries:
BDO Stoy Hayward LLP (Financial adviser to Next Fifteen) |
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Michael Cobb | 020 7486 5888 |
A copy of this announcement is available on the Company’s website at www.nextfifteen.com
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the “Codeâ€), if any person is, or becomes, “interested†(directly or indirectly) in 1% or more of any class of “relevant securities†of Next Fifteen Communications Group plc, 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 securitiesâ€) must be publicly disclosed by no later than 3.30 pm (London time) on the London 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the “offer period†otherwise ends.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 Next Fifteen Communications Group plc, 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 Code, all “dealings†in “relevant securities†of Next Fifteen Communications Group plc by Next Fifteen Communications Group plc or by any potential offeror, or by any of their respective “associatesâ€, must be disclosed by no later than 12.00 noon (London time) on the London 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 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 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 consult the Panel.