The Independent Directors of Tottenham, Mervyn Davies and Sir Keith Mills, note the announcement today by Enic International regarding the options to acquire 13,646,026 Tottenham Ordinary Shares at a price of 113.6 pence per ordinary share and 5,358 Tottenham Preference Shares at a price of £1,773.77 per share (the “Amshold Transaction”) and the terms of the mandatory cash offers (the “Offers”) to be made in accordance with the provisions of Rule 9 of the City Code on Takeovers and Mergers (the “City Code”) for all of the issued and to be issued share capital of Tottenham which is not already owned by Enic International or in which it is interested under the terms of the Amshold Transaction.
The Independent Directors of Tottenham will meet to consider the Offers shortly and a further announcement will be made in due course.
In addition, in light of today’s announcement by Enic International, the Board of Tottenham announces that it has immediately suspended the nil cost dealing facility announced by Tottenham on 5 April 2007.
In accordance with Rule 2.10 of the Code, Tottenham confirms that it has 92,618,119 ordinary shares of 5 pence each in issue and admitted to trading on the AIM Market of the London Stock Exchange under the UK ISIN code GB0008962986. Tottenham also has 58,800 convertible redeemable preference shares of £78.10 each in issue and admitted to trading on the AIM Market of the London Stock Exchange under the UK ISIN code GB0034048149.
Richard Feigen / Jonathan Wright
Seymour Pierce Limited
(Joint financial adviser to Tottenham) +44 20 7107 8000
Tricorn Partners LLP
(Joint financial adviser to Tottenham) +44 20 7823 0888
(PR adviser to Tottenham) +44 20 7245 1100
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, “interested” (directly or indirectly) in 1 per cent. or more of any class of “relevant securities” of Tottenham, all “dealings” in any “relevant securities” of Tottenham (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continue until the date on which the Ordinary Offer becomes unconditional as to acceptances, lapses or is otherwise withdrawn or on which the “offer period” otherwise ends.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 Tottenham, 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 City Code, all “dealings” in “relevant securities” of Tottenham by Enic International, or by any of its “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 City 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.
Statement re announcement by ENIC International Limited (ENIC International)