TIDMZTR
RNS Number : 7803O
Zertus UK Holding Limited
16 October 2012
For immediate release
THIS ANNOUNCEMENT IS 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 OF THAT JURISDICTION
16 October 2012
Recommended cash offer
for
Zetar plc
("Zetar")
by
Zertus UK Holding Limited
("Zertus UK")
a wholly-owned subsidiary of Zertus GmbH ("Zertus")
OFFER UPDATE: IRREVOCABLE UNDERTAKINGS
This announcement is made by Zertus UK in accordance with its
obligations under Rule 2.11 of the Takeover Code.
The following persons have entered into irrevocable undertakings
with Zertus UK to vote, or use reasonable endeavours to procure the
vote by their connected persons and persons holding Zetar Shares on
behalf of them and/or their connected persons, in favour of the
resolutions to be proposed at the General Meeting (save for the
resolution to approve the Management Arrangements):
Name Total No. of Zetar Percentage of
Shares issued share capital
---------------- ------------------- ----------------------
Stephen Cope 24,110 0.18
---------------- ------------------- ----------------------
Paul Ramsey 15,000 0.11
---------------- ------------------- ----------------------
Hugh O'Brien 10,092 0.08
---------------- ------------------- ----------------------
Bradley Davis 6,937 0.05
---------------- ------------------- ----------------------
Julia Catton 4,624 0.03
---------------- ------------------- ----------------------
Rachel Wyatt 2,312 0.02
---------------- ------------------- ----------------------
Nigel Halmshaw 50,623 0.38
---------------- ------------------- ----------------------
The following persons hold unexercised options under the Zetar
EMI Scheme, and have undertaken to exercise such options prior to
and conditional upon the sanction by the Court of the Scheme, and
to accept the proposals to be made to the holders of options:
Name Total No. of Zetar Shares
under option
----------------- --------------------------
Bradley Davis 20,000
----------------- --------------------------
Julia Catton 5,000
----------------- --------------------------
Rachel Wyatt 5,000
----------------- --------------------------
Julia Whiteside 10,000
----------------- --------------------------
Mark Clark 20,000
----------------- --------------------------
Steve Knight 8,142
----------------- --------------------------
The irrevocable undertakings given on 4 October 2012 by the
Independent Directors and the Managers provided for the following
permitted transfers, after the issue of the Announcement:
(i) 12,500 Zetar Shares registered in the name of Helen
Matthews, to her husband, Roger Matthews;
(ii) 11,500 Zetar Shares registered in the name of Mark Stott,
to his wife, Justine Stott; and
(iii) 3,744 Zetar Shares registered in the name of Clive
Beecham, to his wife, Alison Beecham.
All such transfers were effected on 15 October 2012.
Terms used but not defined herein have the same meaning as
ascribed to them in the Rule 2.7 Announcement unless the context
suggests otherwise.
ENQUIRIES:
Zertus UK Tel: +49 40
44 194 194
Jörn Riemer/Harry Asmus/Andreas
Romankiewicz
Spayne Lindsay (financial adviser Tel: +44 207
to Zertus UK) 808 3253
Tom Lindsay/Richard O'Donnell
DEALING DISCLOSURE REQUIREMENTS UNDER THE TAKEOVER CODE
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 Zetar 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) Zetar 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 Zetar 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 Zetar or of any paper offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of Zetar 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) Zetar and (ii) any paper offeror, save to
the extent that these details have previously been disclosed under
Rule 8 of the Takeover Code. A Dealing Disclosure by a person to
whom Rule 8.3(b) of the Takeover Code 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 Zetar or a paper offeror, they
will be deemed to be a single person for the purpose of Rule 8.3 of
the Takeover Code.
Opening Position Disclosures must also be made by Zetar and by
any offeror and Dealing Disclosures must also be made by Zetar, by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
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 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.
Terms in quotation marks are defined in the Takeover 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 of the Takeover Code, you should contact an independent
financial adviser authorised by the FSA under FSMA or consult the
Panel's website at www.thetakeoverpanel.org.uk or contact the Panel
on telephone number +44 (0)20 7638 0129.
PUBLICATION ON WEBSITE
A copy of this announcement will be made available free of
charge (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions) on Zetar's website
(www.zetarplc.com/investors) and Zertus's website
(www.zertus.de/zetar) by no later than noon (London time) on the
day following this announcement.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPDMMMGNVGGZZG
Grafico Azioni Zetar (LSE:ZTR)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Zetar (LSE:ZTR)
Storico
Da Giu 2023 a Giu 2024
