Statement re Possible Offer (7188K)
20 Luglio 2011 - 11:06AM
UK Regulatory
TIDMZZZZ TIDMCB.
RNS Number : 7188K
Giles Insurance Brokers Limited
20 July 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
Giles Insurance Brokers Limited
Response to statement regarding a possible offer for CBG Group
PLC
Giles Insurance Brokers Limited ("Giles"), notes yesterday's
announcement by CBG Group plc ("CBG" or the "Company") and confirms
that it is in discussion with CBG about making a possible offer at
a price of 32 pence per share in cash for the entire issued and to
be issued share capital of CBG, subject to due diligence and the
CBG Board's recommendation (the "Pre-Conditions").
This potential offer price represents a 54.2% premium to the
share price as at the close of business on 19 July 2010.
The Pre-Conditions are waivable at Giles' discretion. This
announcement does not amount to a firm intention to make an offer
and accordingly, there can be no certainty that any offer will be
made for the Company even if the Pre-Conditions are satisfied or
waived.
Contacts:
Altium Capital Limited (financial advisor to Giles)
Keith Williams
T: +44 845 505 4343
Citigate Dewe Rogerson (PR advisor to Giles) Nicola Swift T: +44
207 282 2993
A copy of this announcement will shortly be available, free of
charge, on the Giles website at www.gilesinsurance.co.uk
Altium Capital Limited ("Altium"), which is authorised and
regulated in the United Kingdom by The Financial Services
Authority, is acting for Giles in relation to the matters described
in this announcement and is not advising any other person, and
accordingly will not be responsible to anyone other than Giles for
providing the protections afforded to customers of Altium or for
providing advice in relation to the matters described in this
announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 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. 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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