WGN Wogen

 

TIDMWGN 
 
RNS Number : 7176T 
Wogen PLC 
11 June 2009 
 

FOR IMMEDIATE RELEASE 
 
 
11 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 
 
 
Possible Offer for Wogen plc ("Possible Offer") 
 
 
Wogen plc ("Wogen" or the "Company") today announces that it has received an 
initial approach regarding 
 a possible offer from a management team 
comprising the Executive Directors of the Company and 
 Colin Williams (the 
"Management Team") in respect of the issued share capital of the Company not 
currently owned by the Management Team, certain other employees and connected 
persons and which, if made, will be priced at 36 pence cash per Wogen ordinary 
share. 
 
 
The Company has accordingly established a committee of the independent 
directors, led by the Chairman, Michael Hutchinson, (the "Independent 
Committee"). The Independent Committee is in discussions with the Management 
Team which may or may not lead to an offer being made for the Company. 
 
 
 
The Management Team is being led by Damian Brousse and it controls approximately 
61 per cent of the current issued share capital of the Company. This 
announcement has been made with the consent of the Management Team. 
 
 
 
The Independent Committee emphasises that there can be no certainty as to the 
outcome of these discussions. A further announcement will be made in due course. 
 
 
Number of Relevant Securities in Issue: 
 
 
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the 
'Code'), the Company's issued share capital consists of 44,905,000 ordinary 
shares with a nominal value of 5 pence each ('Ordinary Shares'), each share 
having equal voting rights. 
 
 
 
 
The ISIN number of the Ordinary Shares is GB00B0LMC209 
 
 
 
 
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 
 
 OFDSFLFASSUSEIM 
 

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