Statement re Possible Offer

RNS Number : 8641V

Focus Solutions Group PLC

09 November 2010

 



Press Release

9 November 2010

NOT FOR RELEASE IN OR INTO ANY JURISDICTION WHERE TO DO SO MIGHT VIOLATE THE

LAWS OF SUCH JURISDICTION

Focus Solutions Group plc

('Focus Solutions' or the 'Company')

Statement regarding possible offer

The Board of Focus Solutions notes the recent movement in its share price and confirms that it is in preliminary discussions which may or may not lead to an offer being made for the entire issued share capital of the Company. Discussions are at an early stage and there can be no certainty that an offer will be made or as to the terms on which an offer might be made.

The Board, which is being jointly advised by Cavendish Corporate Finance LLP and Capital Strategy Corporate Finance Limited, will make a further announcement when appropriate.

In accordance with Rule 2.10 of The City Code on Takeovers and Mergers (the 'Code'), the company confirms that it has 29,753,010 ordinary shares of pence each in issue and admitted to trading on the London Stock Exchange under ISIN code GB0001505303.

Dealing Disclosure Requirements

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 10^th 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.

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). 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].

Enquiries:

Focus Solutions Group plc	Tel: [phone]
Alastair Taylor, Chairman
Richard Stevenson, Chief Executive Officer
Martin Clements, Chief Financial Officer
Cavendish Corporate Finance LLP (Financial adviser and Rule 3 adviser to Focus Solutions)	Tel: + 44 (0)207 908 6000
Jonathan Buxton, Partner	Tel: + 44 (0)207 908 6004
Capital Strategy Corporate Finance Limited (Financial adviser to Focus Solutions)	Tel: + 44 (0)207 183 5665
James Clark, Director	Tel: + 44 (0)207 183 3212
finnCap (NOMAD and broker to Focus Solutions)	Tel: [phone]
Marc Young / Charlotte Stranner
Abchurch (PR adviser to Focus Solutions)	Tel: + 44 (0)207 398 7709
Joanne Shears / Mark Dixon / Heather Salmond

The Directors of Focus Solutions Group plc accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors of Focus Solutions Group plc, who have taken all reasonable care to ensure that this is the case, such information is in accordance with the facts and does not omit anything likely to affect the import of such information. This announcement does not constitute an offer or invitation to purchase or subscribe for any securities.

Cavendish Corporate Finance LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Focus Solutions Group plc and for no one else in connection with the proposed offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Focus Solutions Group plc for providing the protections afforded to clients of Cavendish Corporate Finance LLP, or for giving advice to any other person in relation to the proposed offer, the contents of this announcement or any other matter referred to herein.

Capital Strategy Corporate Finance Ltd, is an appointed representative of Capital Markets Strategy Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Focus Solutions Group PLC and for no one else in connection with the proposed offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Focus Solutions Group PLC for providing the protections afforded to clients of Capital Strategy Corporate Finance Ltd, or for giving advice to any other person in relation to the proposed offer, the contents of this announcement or any other matter referred to herein.

 

END

 

 

OFDKKCDQKBDDPDK