Statement re Possible Offer

RNS Number : 6205N

Spice PLC

15 June 2010

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

PRESS ANNOUNCEMENT

FOR IMMEDIATE RELEASE

15 June 2010

SPICE PLC ("SPICE" OR "THE COMPANY")

RESPONSE TO CINVEN ANNOUNCEMENT

The Board of Spice notes the announcement issued today by Cinven Limited ("Cinven") in relation to its interest in a possible offer for Spice. We believe this approach significantly undervalues Spice, and the Board has not entered into discussions with Cinven, or any other party, in relation to a potential offer for Spice. Spice has recently appointed Martin Towers as Chief Executive on a permanent basis and has communicated a clear set of objectives to enhance value for shareholders in the short term.  We've made excellent progress in executing these objectives, including the recent disposals of the Telecoms and Gas businesses, reducing the level of indebtedness and identifying specific restructuring and reorganisation actions to continue to drive cost out of the Group.  The strategic review in relation to the Facilities business is ongoing. The outcome of this review is expected to result in the Group's core operations being focused on markets which have strong underlying regulatory and environmental drivers.  These actions leave the Group well positioned for the new financial year and beyond. The Board believes that the approach from Cinven is opportunistic and significantly undervalues the Company. Spice is trading in line with the Board's expectations, and our priority remains enhancing shareholder value.  The Board is confident that Spice can deliver significant value to shareholders over the medium term. The Group expects to announce its results for the year to end April 2010 on 6 July 2010.

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Spice confirms that it has 352,184,980 ordinary shares of 2 pence each in issue and admitted to trading on the London Stock Exchange under the UK ISIN code GB00B3CG9C16.

Enquiries:
Spice Plc	0113 201 2120
Martin Towers (Chief Executive) Oliver Lightowlers (Group Finance Director)
Hawkpoint Partners Limited	020 7665 4500
Chris Robinson
Christopher Kemball
Serge Rissi
KBC Peel Hunt	020 7418 8900
Julian Blunt
David Anderson
Simon Brown
Financial Dynamics	020 7831 3113
Billy Clegg
Caroline Stewart
Hawkpoint Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to Spice and no-one else in connection with the possible offer and will not be responsible to anyone other than Spice for providing the protections afforded to clients of Hawkpoint Partners Limited nor for providing advice in relation to the possible offer or any of the matters referred to herein.
KBC Peel Hunt Ltd, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company and for no-one else in connection with the possible offer and will not be responsible to any person other than the Company for providing the protections afforded to clients of KBC Peel Hunt Ltd or for providing advice in relation to the possible offer or any of the matters referred to herein.
A copy of this announcement will be available on the website of the Company at www.spiceplc.com.
Disclosure requirements of the Takeover Code (the 'Code')
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 10th 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].

 

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