TIDMMDW
RNS Number : 9151Q
Mediwatch PLC
18 October 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
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT A FORMAL
OFFER WILL BE FORTHCOMING
Mediwatch plc
Response to increase in share price
18 October 2013
Mediwatch plc ("Mediwatch" or "the Company", AIM: MDW), notes an
increase in the share price of Mediwatch.
The Board of Mediwatch confirms that it has received an initial
approach from Laborie Medical Technologies Europe Limited
("Laborie") with respect to a possible cash offer for the entire
issued and to be issued share capital of the Company.
There can be no certainty that a formal offer will be
forthcoming.
In accordance with Rule 2.6(a) of the Code, Laborie is required,
by not later than 5.00 p.m. on 15 November 2013, to either announce
a firm intention to make an offer for Mediwatch in accordance with
Rule 2.7 of the Code or announce that it does not intend to make an
offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline may
be extended further with the consent of the Panel, at the Company's
request, in accordance with Rule 2.6(c) of the Code.
A further announcement will be made in due course.
A copy of this announcement will be available at
www.mediwatch.com. The contents of the website referred to in this
announcement are not incorporated into and do not form part of this
announcement.
Enquiries:
Mediwatch plc Tel: +44 (0)1788
Dr Philip Stimpson, Chief Executive / Mark 547 888
Hughes, Chief Financial Officer
-------------------------------------------- --------------------
SP Angel Corporate Finance LLP Tel: +44 (0)20 3463
Nomad and broker 2260
David Facey / Katy Birkin / Liz Yong
-------------------------------------------- --------------------
In accordance with Rule 2.10 of the Code, the Company confirms
that, at the close of business on 18 October 2013, the Company's
issued share capital consisted of 140,871,032 ordinary shares of 1
pence each. The ISIN of these ordinary shares is GB0006633738.
Important Notice
This announcement is for information purposes only, and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction.
SP Angel Corporate Finance LLP, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively as financial adviser to Mediwatch and no one
else in connection with the matters described in this announcement,
and will not be responsible to anyone other than Mediwatch for
providing the protections afforded to clients of SP Angel Corporate
Finance LLP nor for providing advice in relation to the matters
referred to in this announcement. Neither SP Angel Corporate
Finance LLP nor any of its affiliates, partners or employees owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of SP Angel
Corporate Finance LLP in connection with this announcement, any
statement contained herein or otherwise.
Disclosure requirements of the Takeover Code (the "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 securities exchange 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
securities exchange 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
securities exchange 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 securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange 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 securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange 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 securities exchange 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
securities exchange 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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