29 September 2008
Taylor Nelson Sofres plc ("TNS")
Disclosure in accordance with Rule 2.10 of the City Code
In conformity with Rule 2.10 of the City Code on Takeovers and Mergers (the
"City Code") TNS confirms that as of close of business on 29 September 2008 TNS
had the following securities in issue:
Issued share capital (ordinary 5p shares): 434,886,630
Shares held in Treasury (ordinary 5p shares): 17,490,389
Shares in issue (ordinary 5p shares): 417,396,241
The ISIN for TNS's ordinary share capital is GB0001915395.
TNS also operates a sponsored Level 1 American Depositary Receipt programme in
the United States, which is not listed on a stock exchange and trades in the
"Over-the-Counter" market. The ADR trading symbol is TYNLY.
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 TNS, 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acceptances, lapses or is otherwise withdrawn or on which the "offer period"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 TNS, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of TNS by the potential offeror, 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 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 prices 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 or 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.