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Zamano PLC (ZMNO)

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Monday 03 August, 2015

Zamano PLC

Statement re Possible Offer

RNS Number : 8141U
Zamano PLC
03 August 2015
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

FOR IMMEDIATE RELEASE

 

3 August 2015

 

zamano plc ("zamano" or the "Company")

 

ISE: ZAZ                      LSE: ZMNO

 

Possible Offer

 

The Board of zamano (the "Board") confirms that it has received a preliminary and highly conditional approach regarding a possible offer for the Company at an offer price of €0.20 per zamano ordinary share (the "Approach").

 

The Approach is highly conditional on, amongst other things, confirmatory due diligence.  Accordingly, there can be no certainty that any offer will be made nor as to the terms of any offer.  Further announcements will be made as appropriate and shareholders are strongly advised to take no action for the time being.

 

For further information please contact:

 

Zamano




John Rockett

Ross Conlon

Chairman

Chief Executive Officer          

Tel:

+353 1 554 7259





Investec




Shane Lawlor

Broker & Financial Adviser

Tel:

+353 1 421 0000

Conor Murtagh




 

The directors of zamano plc accept responsibility for the information contained in this announcement relating to zamano, the zamano Group, the directors of zamano and members of their immediate families, related trusts and persons connected with them.  To the best of the knowledge and belief of the directors of zamano (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.

 

The release, publication or distribution of this announcement in or into certain jurisdictions may restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other announcements relating to the combination are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any restricted jurisdiction. Persons receiving such announcements (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the combination disclaim any responsibility or liability for the violations of any such restrictions by any person.

 

Investec, which is regulated and authorised in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority respectively, and in Ireland by the Central Bank of Ireland for conduct of business rules, is acting exclusively for zamano as its financial adviser in connection with the requirements of the Irish Stock Exchange and for no one else in relation to the matters outlined in this letter and will not be responsible to anyone other than zamano for providing the protections afforded to clients of Investec nor for providing advice in connection with the matters described in this letter or any matter referred to herein.

 

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of zamano, all "dealings" in any "relevant securities" of zamano (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3:30 p.m. (Irish time) on the "business day" following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective or on which the "offer period" otherwise ends. If two or more persons co-operate on the basis of any agreement either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of zamano, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. Under the provisions of Rule 8.1 of the Irish Takeover Rules, all "dealings" in "relevant securities" of zamano, or by any person "acting in concert" with either of them must also be disclosed by no later than 12 noon (Irish time) on the "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 can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie. "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 Irish Takeover Rules, which can be found on the Irish Takeover Panel's website.

 

If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020; fax number +353 1 678 9289.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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