Response to Mandatory Offer a

RNS Number : 8464J

Sagentia Group PLC

07 April 2010

 



SAGENTIA GROUP PLC

("Sagentia" or the "Company")

Response to mandatory Offer by Martyn Ratcliffe and directorate change

The board of directors of Sagentia (the "Sagentia Board") announces that it has today posted a response document to Sagentia shareholders setting out the Sagentia Board's opinion on the offer announced by Martyn Ratcliffe for the entire issued and to be issued share capital of the Company and the reasons why the Sagentia Board recommends that Sagentia shareholders reject the Offer and take no action in respect of their shareholdings.

A copy of the response document is available from the Company's website at www.sagentiagroup.com.

In addition, on 15 April 2010 if no competing bona fide offer for the Company has been announced by that time, as previously announced, Mr Martyn Ratcliffe will be appointed to the Sagentia Board as a non-executive director.  On the same date the Sagentia Board also intends to appoint him as Chairman of the Company, following which the existing non-executive directors of Sagentia, Lars Kylberg, Staffan Ahlberg and Dr Christopher Masters, will step down from the Sagentia Board.

Enquiries:

Sagentia Group plc	Arbuthnot Securities
Brent Hudson Guy McCarthy	Antonio Bossi John Prior
[phone]	[phone]

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 Sagentia, all "dealings" in any "relevant securities" of Sagentia (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until the date on which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 Sagentia, 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 Sagentia by the potential offeror or Sagentia, 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 (unless the "dealing" is for discretionary clients and the associate is an "exempt fund manager" in which case the "dealing" must be privately disclosed in accordance with Notes 4(b) and 5(b) to Rule 8).

A disclosure table, giving details of the companies in whose "relevant securities" or "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. 

The Directors of Sagentia accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors of Sagentia (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. 

Arbuthnot Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Sagentia 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 Sagentia for providing the protections afforded to clients of Arbuthnot Securities Limited, 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.

 

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