Possible Offer
Braveheart Investment Group plc
09 April 2008
Not for release, publication or distribution in whole or in part, in or into the
United States, Canada, Australia, Japan or the Republic of Ireland
Braveheart Investment Group plc ('Braveheart' or the 'Company')
Possible Offer
Braveheart is considering making a recommended offer for the entire issued and
to be issued share capital of ANGLE. The consideration for any such offer would
be satisfied in full by the issue of new ordinary shares in Braveheart.
Prior to ANGLE entering into an offer period, Braveheart obtained signed,
non-binding, letters of intent to support a recommended offer from institutional
shareholders in ANGLE, in respect of shares representing 35.76 per cent. of
ANGLE's issued ordinary share capital.
The Board of Braveheart intends shortly to meet with the board of ANGLE to seek
access to further information with a view to obtaining a recommendation for any
proposed offer.
A further announcement will be made as and when appropriate.
There can be no certainty that an offer will be made at all. It would be a
precondition to making an offer that Braveheart receive a recommendation from
the Board of ANGLE and that (in the opinion of the Board of Braveheart) no
material adverse findings arose from due diligence. Were a recommendation not
forthcoming and/or due diligence on ANGLE give rise to any such material adverse
findings then the Board of Braveheart reserve the right not to proceed with an
offer. These preconditions are capable of being waived at the discretion of the
Board of Braveheart. Even if the preconditions are satisfied or waived there can
be no certainty that an offer will be made. An offer, if made, will require the
publication of a prospectus or prospectus equivalent document for Braveheart, as
enlarged by the acquisition of ANGLE.
For further information please contact:
Braveheart Investment Group plc
Garry Watson, Chairman Tel: 01738 587555
Noble & Company Limited
David Ovens, Director Tel: 0131 225 9677
Seymour Pierce Limited (nomad/broker to Braveheart)
Jeremy Garrett-Cox, Director Tel: 020 7107 8000
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1 per cent. or more of any class of 'relevant securities' of ANGLE plc, 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 ANGLE plc, 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 ANGLE plc by ANGLE plc or by any of its '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.
Rule 2.10 Requirement
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers,
Braveheart Investment Group plc confirms that it currently has in issue
13,403,895 ordinary shares of 2 pence each. The International Securities
Identification Number for the ordinary shares is BRH.L.
This information is provided by RNS
The company news service from the London Stock Exchange