D1 Oils Plc
06 December 2005
STATEMENT RE: BIOFUELS CORPORATION PLC ('BIOFUELS')
Further to recent press speculation, D1 Oils plc ('D1 Oils') confirms that
immediately following the suspension of Biofuels shares it approached Biofuels
regarding a potential merger. No formal talks have taken place and D1 Oils is
still evaluating the content of the statement made by Biofuels on 2 December.
This approach is at a very early stage and there can be no assurance that a
merger proposal will result.
A further announcement will be made in due course as appropriate.
Gill Ackers, Partner
Tel: +44 (0) 20 7404 5959
Kevin Byram, Partner
Tel: +44 (0) 20 7404 5959
Dealing Disclosure Requirements
Please note that certain aspects of the rules on disclosure of the City Code on
Takeovers and Mergers (the 'Code') have changed since 7 November 2005. The
following represents a current summary of the position.
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1% or more of any class of 'relevant
securities' of D1 Oils or of Biofuels, 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acceptances, lapses or is otherwise withdrawn or on which the 'offer period'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 D1 Oils or Biofuels, 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 D1 Oils or of Biofuels by D1 Oils or Biofuels, 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 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