Statement re Possible Offer
28 January 2009 - 6:00PM
UK Regulatory
TIDMNDH
RNS Number : 3452M
Network Data Holdings PLC
28 January 2009
28 January 2009
NETWORK DATA HOLDINGS PLC
("Network Data" or the "Company")
Statement re Possible Offer
The Board of Directors of Network Data confirms that the Company has received a
preliminary approach which may or may not lead to an offer being made for the
Company. Discussions are at a very early stage and there can be no assurance
that any offer will be forthcoming.
Further statements will be issued in due course.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the
Company confirms that it has 28,268,010 ordinary shares of 10 pence each in
issue. The ISIN reference for these securities is GB00B16NT791.
In addition, the Company has 2,465,000 unquoted redeemable convertible
preference shares of 100 pence each in issue which may be converted into
ordinary shares or redeemed in full by Network Data at the option of the holder
in five equal instalments on each of 31 December 2011, 30 June 2012, 31 December
2012, 30 June 2013, and 31 December 2013. The redemption/conversion price of the
convertible preference shares will be the average mid-market price of the quoted
ordinary shares of the Company over the 30 days preceding the
redemption/conversion instalment, subject to a maximum conversion price of
GBP0.64 per share and a minimum of GBP0.40 per share.
Enquiries:
Richard Griffiths
Chief Executive, Network Data Holdings
Tel: 01932 875 728
John Riddell
Noble & Company
Tel: 020 7763 2200
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1% or more of any class of 'relevant securities' of Network Data, 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 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which any offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which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 Network Data, 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 Network Data by Network Data or by an offeror, 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 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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