FNT Fountains

 

TIDMCNT TIDMFNT 
 
RNS Number : 1142X 
Connaught PLC 
07 August 2009 
 

 
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO ANY 
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF 
SUCH JURISDICTION 
 
 
 
 
Connaught plc - Fountains plc - Offer Update 
 
 
 
 
7 August 2009 
 
 
Rule 8.4 - Recommended share offer for Fountains plc ("Fountains") by Connaught 
plc ("Connaught") 
 
 
On 22 July 2009, Connaught and Fountains announced the posting of a circular 
(the "Scheme Document") to Fountains Shareholders giving details of, amongst 
other things, the Scheme, the terms and conditions of the Offer and the 
irrevocable undertaking and the non-binding letters of intent that Connaught had 
received from certain Fountains Shareholders to vote in favour of the Scheme 
Resolutions. 
 
 
Connaught announces that Hargreave Hale Limited ("Hargreave Hale"), a Fountains 
Shareholder that had given a non-binding letter of intent in respect of 988,078 
Fountains Shares, has disposed of certain Fountains Shares and now holds 934,328 
Fountains Shares (the "Residual Holding"). Accordingly, its non-binding letter 
of intent is now given in respect of its Residual Holding which represents 6.21 
per cent of Fountain's existing issued share capital at the date of this 
announcement. 
 
 
Accordingly, following the disposal by Hargreave Hale Connaught confirms that it 
holds: 
 
 
  *  irrevocable undertakings to vote in favour of the Scheme Resolutions in respect 
  of 1,153,000 Fountains Shares representing 7.67 per cent. of the issued share 
  capital of Fountains; and 
 
  *  non-binding letters of intent to vote in favour of the Scheme Resolutions in 
  respect of, in aggregate, 4,590,528 Fountains Shares representing 30.53 per cent 
  of the issued share capital of Fountains. 
 
 
 
Terms defined in the Scheme Document shall have the same meanings in this 
announcement. 
 
 
Enquiries: 
 
 
+----------------------------------------------------+----------------------+ 
| Connaught plc                                      | Tel: +44 (0)1392 444 | 
|                                                    | 546                  | 
+----------------------------------------------------+----------------------+ 
| Mark Davies, Chief Executive Officer               |                      | 
+----------------------------------------------------+----------------------+ 
| Stephen Hill, Financial Director                   |                      | 
+----------------------------------------------------+----------------------+ 
|                                                    |                      | 
+----------------------------------------------------+----------------------+ 
| Close Brothers Corporate Finance                   | Tel: +44 (0) 207 655 | 
| Limited (financial adviser to Connaught)           | 3100                 | 
+----------------------------------------------------+----------------------+ 
| Peter Alcaraz                                      |                      | 
+----------------------------------------------------+----------------------+ 
| Jonathan Arrowsmith                                |                      | 
+----------------------------------------------------+----------------------+ 
| Sam Barnett                                        |                      | 
+----------------------------------------------------+----------------------+ 
|                                                    |                      | 
+----------------------------------------------------+----------------------+ 
 
 
Close Brothers, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Connaught and is acting 
for no one else in connection with the Offer and will not be responsible to 
anyone other than Connaught for providing the protections afforded to clients of 
Close Brothers, nor for providing advice in connection with the Offer or any 
other matters referred to herein. 
 
 
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent. or more of any class of 
"relevant securities" of Connaught or Fountains plc ("Fountains"), 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 p.m. (London time) 
on the London business day following the date of the relevant transaction. This 
requirement will continue until the Scheme Effective Date or the date on which 
the Scheme lapses or is otherwise withdrawn or on which the "offer period" (for 
the purposes of the City Code) 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 Connaught or Fountains, 
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 City Code, all "dealings" in "relevant 
securities" of Fountains by Connaught, or of Connaught by Fountains, 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 City 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. 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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