6th Jul 2009 07:00
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION |
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3 July 2009 |
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FOR IMMEDIATE RELEASE |
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Augean plc ("Augean" or the "Company") |
On 26 August 2008 the board of directors of Augean (the "Board") announced that it had received a number of preliminary approaches in relation to a potential offer for the Company. Later that day, One Fifty One plc ("One51") made an announcement confirming it was one of the parties that had made a preliminary approach to the Company.
Augean submitted a request to the Panel on 1 July 2009 that a deadline be imposed on One51 to clarify its intentions with regard to Augean under Rule 2.4 (b) of the City Code on Takeovers and Mergers (the "Code"). The Board notes the announcement made earlier today by One51, and confirms that discussions with One51 have now been terminated after no offer was forthcoming at a level or structure which the Board was prepared to recommend to the Company's shareholders.
The Board also confirms that it is no longer in discussions with any other party regarding a potential offer for the Company, and therefore no longer remains in an offer period for the purposes of the Code.
The Board is pleased that this prolonged period of uncertainty has come to an end. Our priority continues to be the creation of long term shareholder value, and we believe Augean is uniquely well positioned to provide services to the hazardous waste market and to prosper as an independent entity.
Enquiries:
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Financial Dynamics: Jonathon Brill Billy Clegg Edward Westropp Singer Capital Markets: Shaun Dobson |
Telephone: 07977 578 153 07836 622 683 07920 453 705 Telephone: 020 3205 7626 |
OVERSEAS JURISDICTIONS
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons (including, without limitation, nominees, trustees and custodians) should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. This announcement has been prepared for the purposes of complying with the laws of England, the City Code on Takeovers and Mergers and the AIM Rules for Companies and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.
This announcement is not intended to, and does not constitute, or form part of, an offer to sell, purchase, exchange or subscribe for or a solicitation of an offer to sell, purchase or exchange any securities or a solicitation of any vote or approval in any jurisdiction.
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 the Company, all "dealings" in any "relevant securities" of the 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 the Company, 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 the offeree company by the offeror or the offeree company, 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.
Related Shares:
AUG.L