Statement re. Press Comment
Boomerang Plus PLC
19 March 2008
Boomerang Plus plc
19 March 2008
Immediate Release
Boomerang Plus plc ('Boomerang' or the 'Company')
Response to Press Speculation and Change of Nominated Adviser
The Board of Boomerang notes the recent press speculation in respect of a
potential offer for the Company and confirms it is in preliminary talks with DCD
Media plc regarding a potential merger of the two businesses, which may or may
not lead to a merger offer being made for the Company.
There can be no certainty that an offer will be made for the Company or the
terms on which such an offer may be made.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers,
Boomerang confirms that, as at the close of business on 18 March 2008, it had
8,901,231 ordinary shares of one pence each in issue and 415,894 outstanding
options to acquire ordinary shares. The International Securities Identification
Number for the ordinary shares is GB00B23VYZ68.
The Company is also pleased to announce that it has appointed Altium Capital
Limited as its Nominated Adviser (in place of Evolution Securities Limited which
is Nominated Adviser to DCD Media plc) with immediate effect.
Further announcements will be made as appropriate.
- Ends -
Enquiries:
Boomerang Plus plc Via Redleaf Communications
Huw Davies, Chief Executive
Mark Fenwick, Finance Director
Altium Capital Limited (Rule 3 adviser and NOMAD) Tel: +44 (0) 20 7484 4040
Nick Tulloch / Melanie Szalkiewicz
Redleaf Communications (PR adviser) Tel: +44 (0) 20 7822 0200
Emma Kane / Sanna Sumner / Anna Dunkin Boomerang@redleafpr.com
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1% or more of any class of 'relevant securities' of Boomerang or of DCD Media,
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
securities') must be publicly disclosed by no later than 3.30pm (London time) on
the London business day following the date of the relevant transaction. This
requirement will continue until the date on which an 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declared, unconditional as to acceptances, lapses or is otherwise withdrawn or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 Boomerang or DCD Media, 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 Boomerang or DCD Media by Boomerang or DCD Media, or by any of
their respective 'associates', 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 a 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.
This information is provided by RNS
The company news service from the London Stock Exchange