Stmnt re Share Price Movement

RNS Number : 0439W

TEG Group (The) PLC

23 January 2012

 



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 IN THAT JURISDICTION

This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code.  There can be no certainty that an offer will ultimately be made.

For immediate release

The TEG Group Plc

("TEG" or "the Company")

Statement regarding share price movement

The board of directors of The TEG Group plc (the "Board") notes the recent rise in the share price of the Company. The Board confirms it has appointed KPMG Corporate Finance to undertake a strategic review of the Company.

As part of this strategic review process, KPMG Corporate Finance has had some preliminary discussions with Bridges Ventures LLP and Kier Group plc (the "Potential Interested Parties") which may or may not lead to an offer being made for the entire issued share capital of the Company. These discussions are at a very early stage and there can be no certainty that an offer will be forthcoming or as to the terms on which such an offer might be made.

In addition, as part of the strategic review process, the Board is considering a number of other alternative investment structures including investment at the operating company and project level and is in discussion with other potential investors.

The Board, which is being advised by KPMG Corporate Finance and Brewin Dolphin Limited, will make a further announcement when appropriate.

In accordance with Rule 2.4(c) of the City Code on Takeovers and Mergers (the "Code"), the Potential Interested Parties will be required, pursuant to Rule 2.6(a) of the Code, by not later than 5.00 p.m. on 20 February 2012 (the "relevant deadline"), to either announce a firm intention to make an offer for the Company, under Rule 2.7 of the Code, or announce that they do not intend to make an offer, unless the Panel on Takeovers and Mergers (the "Panel") has consented to an extension of the relevant deadline. If the Potential Interested Parties announces that they do not intend to make an offer for the Company, the Potential Interested Parties and any person(s) acting in concert with them will, except with the consent of the Panel, be bound by the restrictions contained in Rule 2.8 of the Code for six months from the date of such announcement.

The relevant deadline will cease to apply to the Potential Interested Parties if another offeror announces, prior to the relevant deadline, a firm intention to make an offer for the Company. In such circumstances, the Potential Interested Parties will be required to clarify their intentions in accordance with Rule 2.6(d) of the Code.

This is an announcement falling under Rule 2.4 of the Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Code.

Rule 2.10 disclosure:

In accordance with Rule 2.10 of the Code, the Company confirms that it has 117,439,360 ordinary shares of 5p each in issue. The International Securities Identification Number (ISIN) for these shares is GB0002504529.

For further information please contact:

The TEG Group plc Michael Fishwick, CEO	Tel: [phone] www.theTeggroup.plc.uk
KPMG Corporate Finance (Financial Adviser to TEG) Jonathan Boyers/ Chris Belsham Brewin Dolphin Limited (NOMAD, Broker and Financial Adviser to TEG) Andrew Craig / Ben Wright	Tel: [phone] Tel: [phone]
Peckwater PR Tarquin Edwards	Tel: [phone]

KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated by the Financial Services Authority for investment business activities, is acting for the Company as financial adviser in relation to the possible offer for the Company and is not acting for any other person in relation to such possible offer for the Company. KPMG Corporate Finance will not be responsible to anyone other than Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this document or any possible offer for the Company or arrangement referred to herein.

Brewin Dolphin Limited ("Brewin Dolphin"), which is authorised and regulated by the Financial Services Authority is acting for the Company as financial adviser and broker in relation to the possible offer for the Company and is not acting for any other person in relation to such possible offer for the Company. Brewin Dolphin will not be responsible to anyone other than Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this document or any possible offer for the Company or arrangement referred to herein.

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].

Publication on website

A copy of this announcement will be made available on the Company's website www.theteggroup.plc.uk.

For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

 

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