Jefferies International Ltd
12 June 2006
12 June 2006
Announcement re: Ultraframe plc ('Ultraframe')
Resilience Capital Partners LLC and Berggruen Holdings announce that they are
considering making an offer for the issued and to be issued share capital of
There is no certainty that an offer will be forthcoming. A further announcement
will be made in due course.
Jefferies International Limited, financial advisors to Resilience Capital
Richard Nevins +44 (0)20 7968 6916
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if a person is, or becomes, '
interested' (directly or indirectly) in one per cent. or more of any class of '
relevant securities' of Resilience Capital LLC, Berggruen Holdings Limited or
Ultraframe Plc, 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 on the London business day following the date of the relevant transaction.
This requirement will continue until the date on which any potential 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withdrawn or on which the 'offer period' otherwise ends.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 Resilience
Capital LLC, Berggruen Holdings Limited or Ultraframe Plc, 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 Resilience Capital LLC, Berggruen Holdings Limited or Ultraframe
Plc by Resilience Capital LLC, Berggruen Holdings Limited or Ultraframe Plc, or
by any of their respective 'associates', must be disclosed by no later than 12
noon 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
'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