Rule 2.10 Announcement
Coms PLC
14 December 2007
COMS plc
Rule 2.10 of the Takeover Code - Number of Relevant Securities in Issue
Following the announcement yesterday that Coms plc (the "Company" or "Coms") is
in discussions with Sim4Travel Holdings plc ("Sim4Travel") which may or may not
lead to an offer being made for the whole of the issued share capital of
Sim4Travel, the Company confirms in accordance with Rule 2.10 of the Takeover
Code that:
(i) its issued share capital consists of 1,056,378,200 ordinary shares
with a nominal value of 0.01 pence each ("ordinary Shares"), each
share having equal voting rights; and
(ii) the Company does not hold any Ordinary Shares in treasury.
Therefore the total number of Ordinary Shares with voting rights is
1,056,378,200.
The Company has the following outstanding warrants ("Warrants"):
(i) Warrants issued on 15 February 2005 to subscribe for 3,500,000
Ordinary Shares (exercisable at 0.1 p and valid until 15 February
2008)
(ii) 'A' Warrants issued on 15 February 2005 to subscribe for 2,500,000
Ordinary Shares (exercisable at 2p and valid until 15 February 2008)
(iii)'B' Warrants issued on 9 August 2006 to subscribe for 15,500,000
Ordinary Shares (exercisable at 1p and valid until 5 September 2009)
The Ordinary Shares are admitted to trading on AIM under UK ISIN Code
GB00B069TP89.
Date: 14 December 2007
Contact:
Coms plc
Jason Drummond, Chairman
Tel: +44 (0)20 7148 3600
HB Corporate
Rod Venables
Tel: +44 (0)20 7510 8600
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1% or more of any class of
"relevant securities" of the Company or of the offeree, all "dealings" in any
"relevant securities" of the Company or the offeree (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declared, unconditional as to acceptances, lapses or is otherwise withdrawn or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", 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 Takeover Code, all "dealings" in
"relevant securities" by the Company or the offeree, 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 Takeover 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 an independent financial adviser
authorised under the Financial Services and markets Act 2000the Takeover Panel.
This information is provided by RNS
The company news service from the London Stock Exchange