Possible Offer for Dowgate Capital
16 Avril 2009 - 8:01AM
UK Regulatory
TIDMBLUE TIDMDGT
RNS Number : 6463Q
Blue Oar PLC
16 April 2009
Blue Oar PLC
Possible offer for Dowgate Capital PLC
For immediate release
16 April 2009
The Board of Blue Oar PLC ("Blue Oar") announces that it yesterday purchased
3,891,974 ordinary shares of 7.5p each in Dowgate Capital PLC ("Dowgate"),
representing 9.9% of Dowgate's issued share capital, for cash at 6p per share as
set out in the disclosure form released today in compliance with Rule 8.1 of the
Takeover Code. Blue Oar has no other interests in Dowgate shares.
Blue Oar is considering its position regarding a possible offer for Dowgate. If
any offer is made, it will be at a minimum price of 6p per Dowgate share, such
price being a premium of 100% to the middle market price of 3p per Dowgate Share
as at close of business on 9 April 2009, being the dealing day before the
commencement of the offer period. If any offer is made, the consideration would
be in cash and may be accompanied by a share alternative. The acquisition may be
structured as an offer or as a scheme of arrangement.
Blue Oar has 167,933,601 shares in issue with ISIN GB0031792194. This
information is given in compliance with Rule 2.10 of the Takeover Code.
It is emphasised that this announcement does not amount to a firm intention to
make an offer and it is possible that no offer will be made.
A further announcement will be made in due course.
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 Blue Oar, or of Dowgate, 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unconditional as to acceptances, lapses or is otherwise withdrawn or on which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 Blue Oar or Dowgate, 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
Blue Oar or of Dowgate by Blue Oar or Dowgate, 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.
The persons responsible for this announcement are the directors of Blue Oar. To
the best of the knowledge and belief of the directors of Blue Oar the
information in this announcement is in accordance with the facts and does not
omit anything likely to affect the import of such information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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