11 May 2009 08:56
Huntsworth PLC
Response to announcement by Next Fifteen
11 May 2009
Huntsworth PLC ("Huntsworth") notes the announcement by Next Fifteen Communications Group plc ("Next Fifteen") and confirms that preliminary discussions are taking place concerning a possible offer for Next Fifteen.
This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of the Takeover Code and there can be no certainty that any offer will ultimately be made for Next Fifteen.
A further announcement will be made in due course.
Enquiries:
Huntsworth 020 7224 8778 Peter Chadlington Sally Withey
Quayle Munro 020 7907 4200 Andrew Tuckey
Notes
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Huntsworth confirms that it has 211,304,636 ordinary shares of 1p each in issue, excluding shares held in Treasury. The ISIN reference for these securities is GB00B0CRWK29.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Huntsworth or of Next Fifteen, 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 Huntsworth or Next Fifteen, 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 Huntsworth or of Next Fifteen by the offeror or the offeree company, 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.