Torex Retail PLC
03 April 2007
Torex Retail PLC
3 April 2007
Torex Retail PLC ('Torex' or 'the Group')
Disclosure in accordance with Rule 2.10 of the City Code
This announcement is being made further to that issued by Torex on 30 March 2007
relating to its appointment of Jefferies International Limited to advise it on a
range of strategic options including the possible sale of the Group.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Torex
confirms that it has the following relevant securities in issue:
- 414,825,509 ordinary shares of 1 pence each under the ISIN code
GB 0034291632
- 5.5% sterling denominated convertible bonds due 2011 amounting to £65
million, which are convertible into fully paid preference shares in the
capital of Torex Retail (Jersey) Limited and are then exchangeable into up
to 75,581,395 fully paid ordinary shares of Torex (based on the initial
exchange price of £0.86 pence per ordinary share) under the ISIN code
XS 0259948254
ENQUIRIES
College Hill Tel: 020 7457 2020
Carl Franklin
Mark Garraway
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 Torex, 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acceptances, lapses or is otherwise withdrawn or on which the 'offer period'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 Torex, 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 Torex by Torex 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.
This information is provided by RNS
The company news service from the London Stock Exchange
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