Offer discussions
Comino Group PLC
07 December 2005
COMINO GROUP PLC ('COMINO' OR 'COMPANY')
Offer Discussions
The Board of Comino announces that it is in advanced discussions with Civica plc
('Civica') with regards to a possible cash offer to be made by Civica for the
issued and to be issued share capital of Comino at 335p per share. The due
diligence process has been substantially completed and the possible offer is
subject, inter alia, to funding, final documentation and board approvals.
Shareholders will be updated in due course. This announcement is made with the
approval of Civica.
The Board of Comino is being advised by Close Brothers Corporate Finance
Limited.
This announcement does not constitute a firm intention to make an offer and
there can be no certainty that an offer will be made even if the conditions, as
set out above, are satisfied or waived.
Enquiries:
Comino Group plc Tel: 01628 525 433
Garth Selvey, Chief Executive
Paul Clifford, Finance Director
Close Brothers Corporate Finance Limited Tel: 020 7655 3100
Peter Alcaraz, Director
James Davies, Assistant Director
The directors of Comino Group plc accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
directors of Comino Group plc (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
Close Brothers Corporate Finance Limited which is regulated by the Financial
Services Authority in the United Kingdom, is acting for Comino Group plc and no
one else in connection with the matters described in this announcement and will
not be responsible to anyone other than Comino Group plc for providing the
protections afforded to customers of Close Brothers Corporate Finance Limited
nor for providing advice in relation to the matters referred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1 per cent. or more of any class of 'relevant securities' of Comino, 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 Comino, 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 Comino by Civica or Comino 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.
Rule 2.10 Requirement
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Comino
confirms that it currently has in 14,016,390 issue ordinary shares of 5 pence
each. The International Securities Identification Number for the ordinary shares
is GB0002126018.
This information is provided by RNS
The company news service from the London Stock Exchange
Latest directors dealings
- 10 minutes ago Rathbones Group
- 25 minutes ago Raspberry PI Holdings (WI)
- 1 hour ago Alumasc Group
- 1 hour ago Land Securities Group
- 2 hours ago Computacenter