Amendment to banking facilities (1396F)
19 Abril 2011 - 1:00AM
UK Regulatory
TIDMPRA
RNS Number : 1396F
Praesepe PLC
19 April 2011
19 April 2011
Praesepe plc
Amendment to banking facilities
Praesepe plc ("Praesepe" or "the Company" or "the Group",
AIM:PRA), the UK based gaming company, announces that it has
entered into a waiver and amendment agreement with, inter alia, The
Royal Bank of Scotland to amend the terms of the Company's senior
credit agreement.
Pending the potential change of control resulting from Marwyn
Management Partners' ("MMP") possible offer for the Company, the
Company's lenders have entered into the waiver and amendment
agreement such that payment of GBP2.5 million of the GBP3 million
repayment instalment due on 20 April 2011 will be deferred until 31
May 2011 and the Group's requirement to meet the Total Debt to
EBITDA covenant as at 17 April 2011 will be disregarded. The
amendment of the senior credit agreement has been granted on the
assumption that a change of control and a consequential investment
of new capital by MMP results from the possible offer from MMP.
In the event that the possible offer from MMP does not proceed,
the Directors of the Company are confident that they will be able
to negotiate acceptable terms with their lenders to ensure the
ongoing success of the Company.
Praesepe has been in an offer period under the City Code on
Takeover and Mergers (the "City Code") since 8 April 2011. The
Company remains in an offer period and, accordingly, the Board
confirms that the entry into the waiver and amendment agreement is
being undertaken in accordance with note 1 to Rule 21.1 of the City
Code.
- Ends -
For more information please contact:
Enquiries:
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Liberum Capital Limited (Nomad and Broker) Tel: +44 (0) 20 3100
Chris Bowman 2222
Richard Bootle
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Brunswick Tel: +44 (0)20 7404
Chris Blundell 5959
Claire Boszko
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Dealing Disclosure Requirements under the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 1% 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. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
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