NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
15 January 2014
EXPANSYS PLC
("EXPANSYS" or the "Company")
Statement re. Peter Jones' Announcement
The independent directors of EXPANSYS (being all of the directors of EXPANSYS other than Peter Jones and Stephen Vincent) (the "Independent Directors") note the announcement this afternoon by Peter Jones, a Non-Executive Director of EXPANSYS relating to his purchase of additional ordinary shares in EXPANSYS ("EXPANSYS Shares") and, as a consequence, the requirement for him to make a mandatory offer for the entire issued and to be issued share capital of EXPANSYS (other than those EXPANSYS Shares already owned by him (the "Mandatory Offer").
Under the City Code on Takeovers and Mergers (the "Code"), Peter Jones is obliged to make the Mandatory Offer in cash, at a price per EXPANSYS Share no lower than the highest price paid in any purchase of EXPANSYS Shares by Peter Jones or any party acting in concert with him, in the last twelve months. It is understood that the Mandatory Offer is to be made at a price of 0.525 pence per EXPANSYS Share.
Following his recent purchase of EXPANSYS Shares, which has triggered the Mandatory Offer, it is understood that Peter Jones and parties acting in concert with him are interested in aggregate in 53.14 per cent. of the issued share capital of EXPANSYS.
The Independent Directors will consider the Mandatory Offer and will provide further advice to shareholders in due course. In the meantime, EXPANSYS shareholders should take no action in relation the Mandatory Offer.
It is noted that the Mandatory Offer is unconditional.
Pursuant to Rule 2.10 of the Code, the Company confirms that there are 1,161,918,942 ordinary shares of 0.25p nominal value in issue with International Securities Identification Number GB00B1VMLL97.
As a consequence of this announcement, an 'Offer Period' has now commenced in respect of the Company in accordance with the rules of the Code and the attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.
Enquiries:
EXPANSYS plc Anthony Catterson, CEO Chris Ogle, CFO |
(via N+1 Singer) |
N+1 Singer Aubrey Powell / Jonny Franklin-Adams |
Tel. +44 (0) 20 7496 3000 |
Nplus1 Singer LLP ("N+1 Singer"), which is authorised and regulated by the Financial Conduct Authority is acting for the Company as financial adviser and broker in relation to the Mandatory Offer for the Company and is not acting for any other person in relation to such offer for the Company. N+1 Singer will not be responsible to anyone other than Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this document or any possible offer for the Company or arrangement referred to herein.
Disclosure requirements of the Code:
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 securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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.
Publication on website
In accordance with Rule 30.4 of the Takeover Code, a copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, at www.expansys.plc.uk by no later than 12 noon (London time) on 16 January 2013 (being the business day following the date of this announcement).
For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.
