TIDMANTP
RNS Number : 5260W
ANT plc
28 January 2013
Not for release, publication or distribution, in whole or in
part, directly or indirectly, in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction.
28 January 2013
ANT Plc (the "Company", "ANT")
Issue of Equity and Rule 2.10 Disclosure
Issue of Equity
The Company has today issued and allotted 2 new ordinary shares
of 5p each in the Company ("New Ordinary Shares") to Espial (UK)
Limited ("Espial (UK)") in connection with, and prior to the
Effective Date of, the Scheme of Arrangement. The New Ordinary
Shares, being held by Espial (UK), will not constitute Scheme
Shares (as defined in the Scheme Document) but have been acquired
by Espial (UK) on the same terms and for the same consideration per
share as the shares to be acquired by Espial (UK) pursuant to the
Scheme of Arrangement, on the Effective Date.
Application has been made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM ("Admission"),
and it is expected that Admission will become effective and trading
will commence at 8.00am on 31 January 2013.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the City Code on Takeovers and
Mergers, ANT Plc confirms that it has 24,286,369 ordinary shares of
5 pence each in issue (none of which are held in treasury).
The ISIN reference for these securities is GB00B06BSD59.
Other
Capitalised terms used, but not defined, in this announcement
shall have the same meaning as set out in the Scheme Document.
Enquiries:
ANT Plc Tel: +44 1223
716400
Royston Hoggarth, Non-Executive Chairman
Westhouse Securities (financial adviser, nominated Tel: +44 20 7601
adviser and broker to ANT plc) 6100
Tom Griffiths
Paul Gillam
NewgateThreadneedle (public relations adviser Tel: +44 20 7653
to ANT plc) 9850
Caroline Evans-Jones
Fiona Conroy
Notices
Responsibility
The ANT Directors take responsibility for the information
contained in this announcement. To the best of the knowledge and
belief of the ANT Directors who have taken all reasonable care to
ensure that such is the case, the information contained in this
announcement is in accordance with the facts.
Westhouse Securities, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for ANT and no one else in connection with the matters
referred to in this announcement and the Scheme Document and will
not be responsible to anyone other than ANT for providing the
protections afforded to customers of Westhouse Securities nor for
providing advice in relation to the matters referred to in this
announcement.
Further Information
This announcement does not constitute an offer or invitation to
purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this document and otherwise
in any jurisdiction in which such offer or solicitation is
unlawful. ANT Shareholders are advised to read carefully the formal
documentation relating to the Proposal. The Proposal is made solely
through the Scheme Document and Forms of Proxy which contain the
full terms and conditions of the Scheme.
Overseas Jurisdictions
This announcement has been prepared for the purposes of
complying with the laws of England and Wales and the City Code, and
the information disclosed herein or therein may not be the same as
that which would have been disclosed if these documents had been
prepared in accordance with the laws of any other jurisdiction.
The distribution of this announcement in jurisdictions other
than the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves about, and observe,
such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
Publication on website
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in any Restricted
Jurisdictions, on www.antplc.com by no later than 12:00 noon
(London time) on 29 January 2013 (being the Business Day following
the date of this announcement) in accordance with Rule 30.4 of the
Code.
The contents of ANT's website are not incorporated into and do
not form part of this announcement.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent 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 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 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 Takeover Code, any person who is, or
becomes, interested in one per cent 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 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 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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