PRA Praesepe

TIDMPRA

RNS Number : 1074J

Praesepe PLC

24 June 2011

24 June 2011

Praesepe plc

("Praesepe" or the "Company" or the "Group", AIM:PRA)

Cancellation of the Company's Listing on AIM

Following the all-share offer for Praesepe by Marwyn Management Partners plc ("MMP") the independent committee of the Board ("Board") notes that on 24 June 2011, MMP announced that as at 1.00 p.m. on 24 June 2011 it owns, or has received valid acceptances in respect of 85.40 per cent of Praesepe's issued ordinary share capital.

In the light of the above, the Board has now applied to the London Stock Exchange for the cancellation of trading in the Company's ordinary shares on AIM on 25 July 2011. Consequently, the last day of trading in Praesepe Shares on AIM will be 22 July 2011. Given the size of MMP's shareholding in the Company, the London Stock Exchange has waived the requirement for the Company to convene a general meeting of shareholders to approve the cancellation of trading in Praesepe Shares.

The cancellation of the listing on AIM will significantly reduce the liquidity and marketability of Praesepe Shares as no alternative share trading facility will be available and the value of any such Praesepe Shares may be affected as a consequence. In addition, certain protections afforded to shareholders in an AIM listed company will no longer be available.

The Board of MMP has confirmed that, given the level of acceptances received in relation to the Offer, it has decided to leave the Offer open for acceptance until further notice.

MMP stated in its announcement on 3 June 2011 that if acceptances of not less than 90 per cent. of the Praesepe Shares to which the Offer relates (i.e. those Praesepe Shares not already owned by MMP) are received by MMP, MMP intends to apply the provisions of the Companies Act 2006 to acquire compulsorily any outstanding Praesepe Shares in the Company following the closing of the Offer and on the same terms as the Offer.

Terms used in this announcement have the same meaning given to them in the Offer Document.

- Ends -

For more information please contact:

 
 Enquiries: 
------------------------------------------ 
 Liberum Capital Limited   Tel: +44 (0) 20 
  (Nomad and Broker)        3100 2222 
  Chris Bowman 
  Richard Bootle 
------------------------  ---------------- 
 Brunswick                 Tel: +44 (0)20 
  Chris Blundell            7404 5959 
  Claire Boszko 
------------------------  ---------------- 
 

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

END

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