Active Risk Group PLC Rule 2.10 Announcement (3827M)
23 August 2013 - 7:36PM
UK Regulatory
TIDMARI
RNS Number : 3827M
Active Risk Group PLC
23 August 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
23 August 2013
Recommended cash acquisition
of
Active Risk Group plc
by
Sword Aquila Limited
(a wholly owned subsidiary of Sword Group SE)
(to be effected by means of a Scheme of Arrangement under Part
26 of the Companies Act 2006)
Rule 2.10 announcement
In connection with the Scheme, the Board of Active Risk Group
plc ("Active Risk") has approved the issue and allotment of one
Active Risk Share to Sword Aquila Limited ("Sword Aquila") for a
subscription price of 35 pence, following which Sword Aqulia has
been entered into the register of members of Active Risk. This new
share will not be a Scheme Share and will not be subject to the
Scheme.
In accordance with Rule 2.10 of the City Code on Takeovers and
Mergers (the "Code"), Active Risk announces that, as at today's
date, there are 33,346,770 Active Risk Shares in issue. The
International Securities Identification Number for the Active Risk
Shares is GB00B09VL770.
A copy of this announcement will be available on Active Risk's
website, www.activerisk.com. The contents of this website are not
incorporated into and do not form part of this announcement.
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document.
Enquiries:
Active Risk
Lynton Barker, Executive Chairman
Andrew Darby, Chief Operating Officer and Chief +44 (0) 1628 582
Financial Officer 500
Altium (Financial Adviser to Active Risk)
Sam Fuller +44 (0) 20 7484
Tim Richardson 4040
Media Enquiries:
Biddicks (PR Adviser to Active Risk) +44 (0) 20 3178
Katie Tzouliadis 6378
Altium, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for Active Risk
and no one else in connection with the Acquisition and will not be
responsible to anyone other than Active Risk for providing the
protections afforded to clients of Altium nor for providing advice
in connection with the Acquisition or any matter referred to
herein.
This announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
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 during the Offer
Period. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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