18th Nov 2005 17:13
Computacenter PLC18 November 2005 For immediate release 18 November 2005 Computacenter PLC ("Computacenter" or "the Company") Statement regarding movement in share price The Board of Computacenter notes the recent movement in Computacenter's shareprice and confirms that it has received a preliminary proposal, which may or maynot lead to an offer being made for the whole of the issued and to be issuedshare capital of the Company. The proposal has been made by a group led by PeterOgden, a co-founder and non-executive director of the Company (the "Bid Group").The Bid Group controls in aggregate 44.2% of the Company. An Independent Committee of the Board has been formed to consider the proposal,consisting of Nick Cosh and Cliff Preddy (the independent non-executivedirectors). The Independent Committee is being advised by HSBC Bank plc. Discussions are at an early stage and the Independent Committee of the Board ofComputacenter would like to emphasise that there is no certainty that any offerwill be made for Computacenter. A further announcement will be made when appropriate. Enquiries: HSBC Bank plcRupert Faure Walker (financial adviser) 020 7992 2101Nick Donald (corporate broker) 020 7992 2151 Tulchan Communications 020 7353 4200Andrew GrantJulie Foster HSBC Bank plc, which is regulated in the United Kingdom by the FinancialServices Authority, is acting for Computacenter plc and no one else in relationto maters described in this announcement and will not be responsible to anyoneother than Computacenter plc for providing the protections afforded to customersof HSBC Bank plc or for providing advice on matters described in thisannouncement. 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% or more of any class of "relevant securities" of Computacenter, all "dealings" in any "relevant securities" of that company (including by means of an optionin respect of, or a derivative referenced to, any such "relevant securities")must be publicly disclosed by no later than 3.30 p.m. (London time) on theLondon 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until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends.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 Computacenter, they will bedeemed 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 "relevantsecurities" of Computacenter by an offeror or Computacenter, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.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 marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Computacenter