14th Jul 2011 16:35
Lombard Risk Management plc
14 July 2011
This announcement is made under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code"). It does not represent the announcement of a firm intention to make an offer under Rule 2.5 of the Code. Accordingly, there can be no certainty that an offer will ultimately be made.
STATEMENT REGARDING POSSIBLE OFFER
Further to the announcement made on 12 July concerning a possible offer for Lombard Risk Management plc (the "Company") by FRSGlobal, a Wolters Kluwer Financial Services Company, ("FRSGlobal") the Board of the Company announces that FRSGlobal has confirmed to the board that any offer, if made, will not include shares in Wolters Kluwer N.V. as consideration. This announcement is being made with the agreement of FRSGlobal. It should be noted that discussions are at a preliminary stage and there can be no certainty that any offer will be made.
In accordance with Rule 2.10 of the Code, the Company announces that it has 206,926,786 ordinary shares of 0.5 pence each in issue. The ISIN reference for these securities is GB00B030JP46.
Contacts
Lombard Risk Management plc | Tel: 020 7593 6700www.lombardrisk.com |
Philip Crawford, Chairman | |
John Wisbey, CEO | |
Paul Tuson, CFO | |
Allenby Capital Limited | Tel: 020 3328 5656 |
Brian Stockbridge / Alex Price | |
Threadneedle Communications | Tel: 020 7653 9850 |
Graham Herring/Terry Garrett |
Dealing Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of the 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 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 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 per cent. or more of any class of relevant securities of the Company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the 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 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 p.m. (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 the 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 Company and by any offeror and Dealing Disclosures must also be made by the 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 Company 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.
Related Shares:
Lombard Risk Management