TIDMNDH 
 
RNS Number : 3452M 
Network Data Holdings PLC 
28 January 2009 
 

 
 
28 January 2009 
 
 
 
 
NETWORK DATA HOLDINGS PLC 
 
 
("Network Data" or the "Company") 
 
 
Statement re Possible Offer 
 
 
The Board of Directors of Network Data confirms that the Company has received a 
preliminary approach which may or may not lead to an offer being made for the 
Company. Discussions are at a very early stage and there can be no assurance 
that any offer will be forthcoming. 
 
 
Further statements will be issued in due course. 
 
 
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the 
Company confirms that it has 28,268,010 ordinary shares of 10 pence each in 
issue. The ISIN reference for these securities is GB00B16NT791. 
 
 
In addition, the Company has 2,465,000 unquoted redeemable convertible 
preference shares of 100 pence each in issue which may be converted into 
ordinary shares or redeemed in full by Network Data at the option of the holder 
in five equal instalments on each of 31 December 2011, 30 June 2012, 31 December 
2012, 30 June 2013, and 31 December 2013. The redemption/conversion price of the 
convertible preference shares will be the average mid-market price of the quoted 
ordinary shares of the Company over the 30 days preceding the 
redemption/conversion instalment, subject to a maximum conversion price of 
GBP0.64 per share and a minimum of GBP0.40 per share. 
 
 
 
 
Enquiries: 
 
 
Richard Griffiths 
Chief Executive, Network Data Holdings 
Tel: 01932 875 728 
 
 
John Riddell 
Noble & Company 
Tel: 020 7763 2200 
 
 
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) in 
1% or more of any class of 'relevant securities' of Network Data, all 'dealings' 
in any 'relevant securities' of that 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 any 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unconditional as to acceptances, lapses or is otherwise withdrawn or on which 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 Network Data, 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 Network Data by Network Data or by an offeror, 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. 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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