NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
25 September 2013
Centaur Media plc
Response to statement
Centaur Media plc (LSE: CAU, "Centaur") notes the announcement yesterday by Geoffrey Wilmot that he has had preliminary discussions with prospective financial providers in relation to a potential offer for Centaur.
The Board of Centaur (the "Board") confirms that to date no discussions have taken place between the Company and Geoffrey Wilmot concerning a potential offer.
Under Rule 2.6(a) of the City Code on Takeovers and Mergers ("the Code"), Geoffrey Wilmot must, by 5.00 pm on 22 October 2013, either announce a firm intention to make an offer for Centaur under Rule 2.7 of the Code or announce that he does not intend to make an offer for Centaur under Rule 2.8 of the Code, unless the Takeover Panel agrees otherwise in accordance with Rule 2.6(c) of the Code.
A further announcement will be made in due course if necessary.
Enquiries:
College Group Limited |
|
Adrian Duffield / Kay Larsen |
+44 (0)20 7457 2020 |
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 10th 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.
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).
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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
In accordance with Rule 2.10 of the Code, the Company announces that it has 142,889,669 ordinary shares of 10p each in issue and admitted to trading on the Main Market of the London Stock Exchange. The International Securities Identification Number for the Company's ordinary shares is GB0034291418.
In accordance with Rule 30.4 of the Code, a copy of this announcement will be published on the Centaur's website at http://www.centaur.co.uk/
