TDG PLC
27 February 2008
For immediate release
27 February 2008
TDG plc ('TDG' or the 'Company')
Statement re: Possible Cash Offer
The Board of directors of TDG confirms that it has received an indicative cash
offer at 275 pence per ordinary share for the issued and to be issued share
capital of TDG (less the dividend declared today of 8.75 pence per share) from
Laxey Partners Ltd ('Laxey').
Laxey's preconditions to announcing a firm intention to make an offer are
satisfactory due diligence, financing and TDG Board recommendation of the offer.
Laxey has reserved the right to waive any or all of its preconditions.
Discussions are ongoing and there can be no certainty that the approach will
result in a formal offer being made for the Company even if the preconditions
are waived or satisfied. Laxey has reserved the right to offer a lower price if
it were to be recommended by the TDG Board.
Laxey owns approximately 22 per cent. of the issued share capital of TDG.
This statement has been made with the agreement of Laxey.
A further announcement will be made when appropriate.
Enquiries
Financial Dynamics 020 7831 3113
Andrew Dowler
Marc Cohen
Relevant Securities in Issue
In accordance with Rule 2.10 of the Takeover Code, TDG confirms that, as at the
close of business on 26 February 2008, it has 81,204,588 ordinary shares of 1
pence each and 863,904 B shares of 34.4 pence each in issue. The ISIN reference
for the ordinary shares is GB0002570330 and for the B shares is GB0002570447.
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 TDG, 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 3.30pm (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acceptances, lapses or is otherwise withdrawn or on which the 'offer period'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 TDG, 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 TDG by TDG or Laxey, or by any of their respective '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 a 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.
This information is provided by RNS
The company news service from the London Stock Exchange