WGN Wogen

 

TIDMWGN 
 
RNS Number : 3932U 
Wogen PLC 
24 June 2009 
 

FOR IMMEDIATE RELEASE 
 
 
24 June 2009 
 
 
Not for release, publication or distribution, in whole or in part, in or into or 
from any jurisdiction where to do so would constitute a violation of the 
relevant laws of such jurisdiction 
 
 
Update - Possible Offer for Wogen plc 
 
 
Further to the announcement made on 11 June 2009 regarding a Possible Offer for 
the Company from the Management Team, the Independent Committee is pleased to 
provide the following update. 
 
 
The Independent Committee, following discussions with various major shareholders 
and the Management Team, has received a revised possible offer in respect of the 
issued share capital of the Company not currently owned by the Management Team, 
certain other employees and connected persons which, if made, will be priced at 
41 pence cash per Wogen ordinary share (the "Revised Possible  Offer"). 
 
 
The Independent Committee has indicated that it is supportive of the Revised 
Possible Offer, and its current intention is that if the Revised Possible Offer 
is made, in the absence of a higher offer, it will recommend the Revised 
Possible Offer. 
 
 
This announcement does not constitute an announcement of a firm intention to 
make an offer under Rule 2.5 of the Takeover Code. Accordingly, there can be no 
certainty that an offer will ultimately be made and no certainty as to whether 
any offer will be made on the terms described herein. 
 
 
Revised Possible Offer 
 
 
The Revised Possible Offer at 41 pence per Wogen Ordinary Share represents: 
 
  *  a premium of 70.8 per cent. to the closing price of 24 pence per Wogen ordinary 
  share on 10 June 2009, being the last business day prior to the commencement of 
  the offer period; and 
 
 
 
  *  a premium of 104 per cent. to the average daily closing price of 20.1 pence per 
  Wogen ordinary share for the three months ended on 10 June 2009, being the last 
  business day prior to the commencement of the offer period. 
 
 
 
If made, the Revised Possible Offer is likely to be implemented by way of a 
Scheme of Arrangement pursuant to Part 26 of the Companies Act 2006. The 
Independent Committee and the Management Team are working towards a further 
announcement regarding the Revised Possible offer by the end of July. 
 
 
Background to the Revised Possible Offer 
 
 
 
 
As announced in the Company's Interim results announcement on 11 June 2009, the 
Company has reported a loss before taxation for the six months to 31 March 2009 
of GBP3.0 million compared to a profit before taxation of GBP3.1 million in the 
same period last year. The difficult market conditions have continued into the 
second half of the year with volumes and turnover remaining low. The whole Board 
are mindful that the global economic downturn may continue for a considerable 
time and accordingly there is no clarity, at this stage, where the revenue 
numbers are likely to come out at for the full year. 
 
 
With very poor visibility regarding the outlook for the business, the 
Independent Directors currently believe it is in the other shareholders' best 
interests to be aware of the Revised Possible Offer and are minded to recommend 
such an offer, if it is made. 
 
 
 
 
 
 
This announcement has been made with the consent of the Management Team. The 
defined terms contained within this announcement are deemed to have the same 
meaning as that in the announcement of 11 June 2009 unless otherwise stated. 
 
 
 
 
ENQUIRIES: 
 
 
Canaccord Adams (Rule 3 adviser)Tel: +44 (0)20 7050 6500 
Simon Bridges 
Henry Fitzgerald-O'Connor 
 
 
Corfin Communications LtdTel: +44 (0)20 7977 0020 
Harry Chathli 
Victoria Ward 
 
 
Canaccord Adams Limited ("Canaccord Adams"), which is authorised and regulated 
in the United Kingdom by the Financial Services Authority, is acting exclusively 
for Wogen and no one else in connection with the Possible Offer and will not be 
responsible for anyone other than Wogen for providing the protections afforded 
to clients of Canaccord Adams or for providing advice in relation to the 
Possible Offer, or any matter referred to herein. 
 
 
Dealing disclosures requirements: 
 
 
Under the provisions of Rule 8.3 of the Code, if any person is or becomes 
'interested' (directly or indirectly) in one per cent. or more of any class of 
'relevant securities' of the Company, all 'dealings' in any 'relevant 
securities' of the Company by such person (including by means of an option in 
respect of, or a derivative referenced to, any such 'relevant securities') must 
be publicly disclosed to a Regulatory Information Service and the Panel on 
Takeovers and Mergers ('Panel') 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 date on which, if the offer is made by way 
of a scheme, the scheme becomes effective, lapses or is withdrawn  or the date 
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 the Company, 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 the Company, by the Company, or by any of it's respective 
'associates', must also be disclosed by no later than 12.00 noon(London time) on 
the 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 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 'relevant 
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, please contact an independent financial adviser 
authorised under the Financial Services and Markets Act 2000, consult the 
Panel's website at www.thetakeoverpanel.org.uk or contact the Panel by telephone 
(+44 (0) 20 7638 0129) or by fax (+44 (0) 20 7236 7013). 
 
 
 
 
END 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OUPCKNKQOBKDNAB 
 

Wogen (LSE:WGN)
Gráfica de Acción Histórica
De May 2024 a Jun 2024

Wogen (LSE:WGN)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024