Offer Update
Reliance Security Group PLC
14 June 2007
RELIANCE SECURITY GROUP plc (Reliance or the Company)
Reliance Security Group plc notes today's announcement by the Executive Chairman
of Reliance, Brian Kingham, regarding the receipt of an undertaking from Artemis
Investment Management Limited, in respect of its 4.8% shareholding in Reliance.
Following the announcement on 17th April that Brian Kingham was at a very
preliminary stage of considering the possibility of making an offer for the
issued and to be issued share capital , the Board of the Company constituted a
committee, comprising the non-executive directors (the 'Independent Directors')
to consider this matter. The Company now confirms that an approach has been
made by Brian Kingham, which may or may not lead to an offer being made for the
Company. Following discussions with Brian Kingham and his advisers, and having
received an indication that, if an offer is forthcoming, it will be at a level
of not less than 916p (including any final dividend per share in respect of the
year ended 27th April 2007), the Independent Directors have now made available
to them certain information on the Company.
The Company notes Mr Kingham's statement that 'significant progress has been
made in the preparatory work ahead of a possible offer', but reiterates that
there is no certainty that an offer will be made by or on behalf of Mr Kingham
for the Company.
A further announcement will be made in due course.
Enquiries: Malcolm Moir
JPMorgan Cazenove
Tel: 020 7588 2828
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 Reliance, 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 3.30 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unconditional as to acceptances, lapses or is otherwise withdrawn or on which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 Reliance, 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 Reliance by the potential offeror or Reliance, 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 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.
Disclosure in accordance with Rule 2.10 of the City Code:
In accordance with Rule 2.10 of The City Code on Takeovers and Mergers, the
Company confirms that, at the close of business on 13 June 2007, the Company's
issued share capital consisted of 21,512,855 ordinary shares of 5 pence each.
This number of relevant securities excludes the 400,000 shares currently held in
Treasury.
JPMorgan Cazenove Limited ('JPMorgan Cazenove'), which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
for Reliance and no-one else in connection with the matters referred to herein
and will not be responsible to anyone other than Reliance for providing the
protections afforded to clients of JPMorgan Cazenove or for giving advice in
relation to such matters.
This information is provided by RNS
The company news service from the London Stock Exchange