Statement re Offer Approaches

RNS Number : 4461M

Evolution Group PLC

16 August 2011

 



The Evolution Group PLC

16 August 2011

The Evolution Group plc ("Evolution" or the "Company") - Statement regarding Offer Approaches

On 3 August 2011, the Board announced that it had received an expression of interest for the Company.

Following our announcement, we note that Investec plc had announced on 4 August 2011 that it had made a preliminary approach regarding a potential share offer for the entire issued and to be issued share capital of Evolution.

The Board further confirms that it has received approaches from a number of other parties interested in either part or the whole of the Company.  All approaches are at a very early stage and the Board is far from certain as to the terms of any potential offer or that any will ultimately result in an offer being made.

A further announcement will be made when appropriate.

-END-

Enquiries:

The Evolution Group Plc                                                               Tel: [phone]

Alex Snow, CEO, The Evolution Group PLC

Pelham Bell Pottinger                                                                 Tel: [phone]

Victoria Geoghegan                                                                    Mobile [phone]

In accordance with Rule 2.10 of the City Code, as at the close of business on 15 August 2011, the Company had 232,654,251 ordinary shares of one penny each in issue. The International Securities Identification Number (ISIN) for these shares is GB0030221864.

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 10^th 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 of the Code.  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 of the Code). 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]. 

"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.

If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8 of the Code, you should consult the Panel.

A copy of this announcement will be available on the Company's website at: www.evgplc.com.

 

END

 

 

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