7th Dec 2005 15:14
Comino Group PLC07 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 theissued and to be issued share capital of Comino at 335p per share. The duediligence process has been substantially completed and the possible offer issubject, inter alia, to funding, final documentation and board approvals.Shareholders will be updated in due course. This announcement is made with theapproval of Civica. The Board of Comino is being advised by Close Brothers Corporate FinanceLimited. This announcement does not constitute a firm intention to make an offer andthere can be no certainty that an offer will be made even if the conditions, asset out above, are satisfied or waived. Enquiries: Comino Group plc Tel: 01628 525 433Garth Selvey, Chief ExecutivePaul Clifford, Finance Director Close Brothers Corporate Finance Limited Tel: 020 7655 3100Peter Alcaraz, DirectorJames Davies, Assistant Director The directors of Comino Group plc accept responsibility for the informationcontained in this announcement. To the best of the knowledge and belief of thedirectors of Comino Group plc (who have taken all reasonable care to ensure thatsuch is the case), the information contained in this announcement is inaccordance with the facts and does not omit anything likely to affect the importof such information. Close Brothers Corporate Finance Limited which is regulated by the FinancialServices Authority in the United Kingdom, is acting for Comino Group plc and noone else in connection with the matters described in this announcement and willnot be responsible to anyone other than Comino Group plc for providing theprotections afforded to customers of Close Brothers Corporate Finance Limitednor 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) in1 per cent. or more of any class of "relevant securities" of Comino, all"dealings" in any "relevant securities" of that company (including by means ofan option in respect of, or a derivative referenced to, any such "relevantsecurities") 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. Thisrequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Comino, they will be deemed tobe a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" 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 theLondon business day following the date of the relevant transaction. A disclosuretable, giving details of the companies in whose "relevant securities" "dealings"should be disclosed, and the number of such securities in issue, can be found onthe Takeover Panel's website at www.thetakeoverpanel.org.uk . "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marksare defined in the Code, which can also be found on the Panel's website. If youare 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, Cominoconfirms that it currently has in 14,016,390 issue ordinary shares of 5 penceeach. The International Securities Identification Number for the ordinary sharesis GB0002126018. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Cmo Group