Statement re Possible Offer
Blavod Extreme Spirits PLC
28 November 2006
Blavod Extreme Spirits PLC ('Blavod' or the 'Company')
28 November 2006
Statement re. Possible Offer
Blavod Extreme Spirits plc (BES) announces it has received and signed a 'Letter
of Intent' from an unnamed (NASDAQ) OTC:BB listed company that may or may not
lead to an offer being made for the Company. The approach, which is subject to
a number of pre-conditions, is an all share offer of shares in the (NASDAQ)
OTC:BB listed company. At close of business on 24 November 2006, the indicative
offer valued Blavod at approx £12.83 million or 17.97p per share. If a share
offer is made for the company by that (NASDAQ) OTC:BB listed company it will
have a value of a minimum of 17.97p per share.
This announcement is made with the agreement of the potential offeror. A
further announcement will be made in due course.
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 Blavod, 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acceptances, lapses or is otherwise withdrawn or on which the 'offer period'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 Blavod, 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 Blavod by the Company, 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.
Disclosure in accordance with Rule 2.10 of the City Code:
In accordance with Rule 2.10 of The City Code on Takeovers and Mergers, the
Company confirms that, at the close of business on 27 November 2006, the
Company's issued share capital consisted of 71,379,700 ordinary shares of 1
pence each. The ISIN reference number for these securities is GB0030164023.
Brewin Dolphin Securities Limited ('Brewin Dolphin'), which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
for Blavod and no-one else in connection with the matters referred to herein
and will not be responsible to anyone other than Blavod for providing the
protections afforded to clients of Brewin Dolphin or for giving advice in
relation to such matters.
Enquiries:
Brewin Dolphin Securities 0113 241 0130
Mark Brady
Keith Williams
This information is provided by RNS
The company news service from the London Stock Exchange