Datong PLC Announcement of Formal Sale Process (4389Y)
22 Februar 2013 - 8:00AM
UK Regulatory
TIDMDTE
RNS Number : 4389Y
Datong PLC
22 February 2013
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 IN THAT JURISDICTION.
COMMENCEMENT OF FORMAL SALE PROCESS
Following an approach by a potential offeror, the Board of
Datong plc ("Company") has decided that it would be in the best
interests of the Company's shareholders to seek potential offerors
by means of a formal sale process. In accordance with Note 2 to
Rule 2.6 of the City Code on Takeovers and Mergers ("Takeover
Code"), the Board of Datong plc therefore announces that it is
conducting a formal sale process.
The Takeover Panel has granted a dispensation from the
requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover
Code such that any interested party participating in the formal
sale process will not be required to be publicly identified as a
result of this announcement (subject to note 3 on Rule 2.2 of the
Takeover Code) and will not be subject to the 28 day deadline
referred to in Rule 2.6(a) for so long as it is participating in
the formal sale process. Interested parties should note Rule 21.2
of the Takeover Code, which will prohibit the Company from entering
into any form of inducement fee or other offer related arrangement,
and that the Company has not requested any dispensation from this
prohibition at this stage.
The Company is to conduct the formal sale process through its
adviser, Cavendish Corporate Finance LLP ("Cavendish"). Interested
parties will be required to enter into a non-disclosure agreement
with the Company on reasonable terms satisfactory to the Board
before being permitted to participate in the process. The Company
then intends to provide all participants who have entered into such
non-disclosure agreements with access to information with which to
evaluate making an offer. Potential offerors for the entire issued
and to be issued share capital of the Company should contact
Cavendish (contact details below) without delay.
The Board reserves the right to alter any aspect of the sale
process or to terminate it at any time and in such cases will make
an announcement as appropriate.
The Board reserves the right to reject any approach or terminate
discussions with any interested party or participant at any time.
This formal sale process is at an early stage and the Board wishes
to stress that there can be no certainty that any transaction will
be concluded.
This announcement is not an announcement of a firm intention to
make an offer under Rule 2.7 of the Takeover Code and there can be
no certainty that an offer will be made, nor as to the terms on
which any offer will be made.
As a consequence of this announcement, an "Offer Period" has
commenced in respect of the Company in accordance with the rules of
the Takeover Code. Further announcements will be made as
appropriate.
A further announcement will be made as and when appropriate.
Enquiries:
Datong plc
Stephen Ayres
Finance Director 0113 239 5350
Cavendish Corporate Finance LLP (Financial
Adviser)
Joe Stelzer
John Farrugia 020 7908 6000
Canaccord Genuity Limited (Nominated
Advisor and Broker)
Simon Bridges
Mark Whitmore 020 7523 8000
Further Information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to this announcement
or otherwise. Any offer will be made solely by certain offer
documentation which, if published, will contain the full terms and
conditions of any offer, including details of how it may be
accepted.
This announcement has been prepared in accordance with English
law and the Takeover Code and information disclosed may not be the
same as that which would have been prepared in accordance with the
laws of jurisdictions outside England.
This announcement will be available on the Company's website at
www.datong.co.uk as soon as possible and in any event by no later
than 12 noon on Monday 25(th) February.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Takeover Code, the Company
confirms that it has 13,834,375 ordinary shares of 0.5p each in
issue and admitted to trading on AIM under the UK ISIN
GB00B0JF2H60.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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