Camellia PLC
07 June 2005
FOR IMMEDIATE RELEASE
7 June 2005
Camellia Plc ('Camellia')
Linton Park Plc ('Linton Park')
Statement re possible offer
Rules 2.4 and 2.10 announcements
The Boards of Camellia and Linton Park announce that they are in preliminary
discussions regarding a possible merger of the two companies. It is currently
intended that this merger would be effected by Camellia acquiring the remaining
approximately 20.87% of the issued share capital of Linton Park not already
owned by Lawrie Group Plc, a subsidiary of Camellia, on the basis of 1 Camellia
share plus £8 in cash for every 16 Linton Park shares and would be implemented
through a scheme of arrangement under section 425 of the Companies Act 1985.
Discussions are at an early stage and may or may not lead to an offer being
made.
It is anticipated that any formal offer made as a result of these discussions
will be put to shareholders at the time of the interim announcement in the
autumn. Shareholders need take no action now and a further announcement will be
made in due course.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'City Code'), any person who, alone or acting together with any other person(s)
pursuant to an agreement or understanding (whether formal or informal) to
acquire or control relevant securities of Linton Park or Camellia, owns or
controls, or becomes the owner or controller, directly or indirectly, of one per
cent. or more of any class of securities of Linton Park or Camellia is required
to disclose, by not later than 12.00 noon (London time) on the London business
day following the date of the relevant transaction, dealings in such securities
of that company (or in any option in respect of, or derivative referenced to,
any such securities) during the period to the date on which the offer becomes or
is declared unconditional as to acceptances or lapses or is otherwise withdrawn.
Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of Linton Park or Camellia by any potential offeror or Camellia or
Linton Park, or by any of their respective 'associates' (within the meaning of
the City Code) must also be disclosed.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on the telephone number +44 7638 0129; fax +44 20 7236 7013.
Disclosure in accordance with Rule 2.10 of the City Code
Camellia currently has 2,595,000 ordinary shares of 10p each in issue. The
International Securities Identification Number (ISIN) for the ordinary shares is
GB0001667087.
Linton Park currently has 19,038,167 ordinary shares of 50p each in issue. The
International Securities Identification Number (ISIN) for the ordinary shares is
GB0003015210.
Enquiries
Camellia 01622 746655
Malcolm Perkins
Linton Park 01622 746655
Tom Lupton
KPMG Corporate Finance 020 7311 1000
Tom Franks
Susan Walker
Teather & Greenwood 020 7426 9000
Jeff Keating
John Drage
KPMG Corporate Finance is acting for Camellia in connection with the matters
referred to above and no one else and will not be responsible to anyone other
than Camellia for providing the protections offered to clients of KPMG Corporate
Finance nor for providing advice in relation to the matters referred to above.
Teather & Greenwood Limited is acting for Linton Park in connection with the
matters referred to above and no one else and will not be responsible to anyone
other than Linton Park for providing the protections offered to clients of
Teather & Greenwood Limited nor for providing advice in relation to the matters
referred to above.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
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