RNS Number : 7465Y
10 July 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION, INCLUDING AUSTRALIA, CANADA, JAPAN AND THE UNITED STATES
EMBARGOED FOR 7.00AM
10 July 2008
GfK Aktiengesellschaft ('GfK')
The Management Board of GfK (the 'Management Board') notes certain comments reported in the press yesterday, attributed to representatives of GfK, in relation to GfK's announcement on 9 July 2008 relating to a potential alternative offer for TNS.
The Management Board wishes to clarify that there can be no certainty that an offer will be made nor as to the price at which any such offer may be made.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of TNS, all 'dealings' in any 'relevant securities' of TNS (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will continue until the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends.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 TNS, they will be deemed to be a single person for the purposes of Rule 8.3 of the City Code.
Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of TNS by GfK, GfK-Nürnberg e.V. or TNS, 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 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 City 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 of the City Code, you should consult the Panel.
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