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Response to Spice PLC Share Price Movement

15th Jun 2010 07:00

RNS Number : 6038N
Cinven Limited
14 June 2010
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

Cinven Limited

Response to Spice PLC Share Price Movement

 

Cinven Limited ("Cinven") notes yesterday's movement in the share price of Spice plc ("Spice" or the "Company"), confirms that it is considering making an offer for the Company and that on 24 May 2010, an approach was made to the Board of Spice in this regard.

 

Cinven's approach indicated a possible offer price of 56 pence per share in cash for the entire issued and to be issued share capital of Spice, subject to due diligence and the Board's recommendation (the "Pre-Conditions"). This represented a 51.4% premium to the share price at the close of business on 21 May 2010, the last business day before Cinven approached the Board of Spice. Cinven believes that the level of this indicative offer represented a significant premium for both the value of Spice's businesses and the recovery value from executing the strategic review being undertaken by Spice's management.

 

This approach was rejected by the Board of Spice and there are currently no discussions taking place between Cinven and Spice.

 

The Pre-Conditions are waivable at Cinven's discretion. This announcement does not amount to a firm intention to make an offer and accordingly, there can be no certainty that any offer will be made for the Company even if the Pre-Conditions are satisfied or waived.

 

 

- Ends -

 

Enquiries:

 

Altium Capital Limited (Joint financial advisor to Cinven) +44 20 7484 4040

Stephen Georgiadis

 

Investec Bank plc (Joint financial advisor to Cinven) +44 20 7597 5970

Charles Batten

 

Tulchan Communications (PR advisor to Cinven) +44 20 7353 4200

James Bradley / Peter Hewer

 

Altium Capital Limited ("Altium"), which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting for Cinven in relation to the matters described in this announcement and is not advising any other person, and accordingly will not be responsible to anyone other than Cinven for providing the protections afforded to customers of Altium or for providing advice in relation to the matters described in this announcement.

 

Investec Bank plc ("Investec"), which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting for Cinven in relation to the matters described in this announcement and is not advising any other person, and accordingly will not be responsible to anyone other than Cinven for providing the protections afforded to customers of Investec or for providing advice in relation to the matters described in this announcement.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

 

 

 

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