26 June 2009
Artisan (UK) plc ('Artisan' or the 'Company')
Mandatory Offer from Aspen Finance Limited ('Aspen')
The independent directors of the Company, Michael Eyres, John Jones, John Hemingway and Norman Saunders (together the 'Independent Directors') have noted the announcement from Aspen of its intention to make a mandatory offer for the entire issued share capital of the Company.
The Independent Directors are consulting with the Company's financial adviser, Brewin Dolphin Investment Banking, and will issue an announcement shortly.
In the meantime, shareholders are advised to take no action in relation to their shares in the Company.
Enquiries:
Artisan (UK) plc 01480 436 666
Michael Eyres
John Jones
Brewin Dolphin Investment Banking 0845 213 4730
Andrew Kitchingman
Sean Wyndham-Quin
Bankside Consultants: Simon Rothschild Louise Mason |
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020 7367 8888 07703 167065 |
Company website: www.artisan-plc.co.uk
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Artisan, 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends.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 Artisan, 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 Artisan by the Aspen or Artisan, 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.