TMW Timeweave

TIDMTMW

RNS Number : 6340L

Timeweave plc

06 September 2012

6 September 2012

Timeweave plc

Statement re announcement by Mayfair Capital Investments Limited

The board of directors of Timeweave plc (AIM: TMW) ("Timeweave" or the "Company") notes the announcement made by Mayfair Capital Investments Limited ("Mayfair") of its firm intention to make an offer to acquire the entire issued and to be issued share capital in Timeweave for 22 pence per ordinary share in cash (the "Offer").

The board of directors of Timeweave is considering its response to the Offer and a further announcement will be made in due course.

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Timeweave confirms that it has 225,415,063 ordinary shares of 2.5 pence each in issue.

The International Securities Identification Number for the ordinary shares in the capital of Timeweave is GB0000221894.

Enquiries:

 
 Timeweave plc                            Tel: +44 (0)7713 
                                           069 651 
 David Craven, Timeweave CEO 
 
 Investec (Financial Adviser, NOMAD and   Tel: +44 (0)20 
  Broker to Timeweave)                     7597 4000 
 Andrew Pinder 
  Junya Iwamoto 
 

Investec Investment Banking, a division of Investec Bank plc, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for Timeweave and no one else in connection with matters described in this announcement and will not be responsible to anyone other than Timeweave for providing the protections afforded to clients of Investec Investment Banking nor for providing advice in relation to matters described in this announcement.

Forward-looking statements

All statements other than statements of historical fact included in this announcement are forward-looking statements. Such forward-looking statements, which reflect management's assumptions made on the basis of information available to it at this time, involve known and unknown risks, uncertainties and other important factors which could cause the actual results, performance or achievements of Timeweave plc or the market and economies in which Timeweave plc operates to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Nothing in this announcement shall be regarded as a profit forecast. Timeweave plc and its directors accept no liability to third parties in respect of this announcement, save as would arise under English law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with section 90A of the Financial Services and Markets Act 2000.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. 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 one per cent. 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 19 disclosure

In accordance with Rule 19.11 of the Code, a copy of this announcement will be available on Timeweave's website: www.timeweave.com

This information is provided by RNS

The company news service from the London Stock Exchange

END

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