NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO OR FROM, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE TAKEOVER CODE (THE "CODE"). IT DOES NOT REPRESENT A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.5 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
AssetCo plc ("the Company")
At the Court hearing today in relation to the creditors' petition for the winding up of the Company, brought by Northern Bank in connection with their loan of £1.3m to the Company, the hearing of the petition was deferred for 12 days until Monday 11th July 2011.
At the hearing on 11th July 2011, the court will be asked to consider a range of options for the Company in the light of progress made by that date. These will include further postponement, the grant of an administration order in respect of the Company, for which an application was submitted earlier today, or the grant of the winding up petition. The Company is aware of the prospect of further petitions from HMRC in relation to Group companies, which it will consider in due course, but these are not anticipated to be heard until late August 2011.
The deferral of the hearing was requested by the Company, to enable it to continue ongoing discussions with potential offerors and on potential refinancing of the group. These discussions have now reached an advanced stage, although there can be no certainty at present that they will result in an offer for the Company being made or any re-financing taking place. If an offer is made, then at this stage, the Directors do not anticipate that it would be in excess of the current share price.
The Company continues to review all the options open to it in order to maximise the return to its various creditors and shareholders.
This is an announcement falling under Rule 2.4 of the Code. It does not represent a firm intention to make an offer under Rule 2.5 of the Code.This announcement is made without the consent of the offeror and, accordingly, there can be no certainty that an offer will be made nor as to the terms on which any offer might be made. In particular, it should be noted that nothing in this announcement should be taken as a no-increase statement under Rule 32.2 of the Code.
Tudor Davies: +44 (0) 207 614 5917
Arden Partners plc
Richard Day: +44 (0) 207 614 5917
Adrian Trimmings: +44 (0) 207 614 5920
Citigate Dewe Rogerson
Fiona Tooley: Office: +44 (0) 121 362 4035
Mobile: +44 (0) 7785 703 523
Dealing Disclosure Requirements
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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
This information is provided by RNS
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