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.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE TAKEOVER CODE
(THE "CODE"). IT DOES NOT REPRESENT A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.5 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY
THAT AN OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY OFFER
MIGHT BE MADE.
Arcapita Bank B.S.C.(c) (“Arcapita”) - Possible Offer for Assetco plc (“Assetco” or the “Company”)
Following recent press speculation, Arcapita can confirm that it made an approach that was
supported by John Shannon, the CEO of Assetco, to the Board of Assetco on 7 March 2011
with an indicative cash proposal (the "Proposal") to acquire the Company, which was rejected
by the Company on 11 March 2011.
Arcapita confirms that it is still considering its options in relation to the Company and will
make a further announcement when appropriate.
This is an announcement falling under Rule 2.4 of the Code. It does not represent a
firm intention to make an offer under Rule 2.5 of the Code. Accordingly, there can be
no certainty that any offer will ultimately be made.
Tel: +973 172 18 168
Investec Investment Bank (Financial adviser to Arcapita)
Tel: +44 (0) 207 597 5970
Tulchan Communications (PR adviser to Arcapita)
Tel: +44 (0) 207 353 4200
This announcement is not intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities. This announcement has been prepared in accordance
with English law and the Takeover Code and information disclosed may not be the same as
that which would have been prepared in accordance with the laws of jurisdictions outside of
the United Kingdom.
The distribution of this announcement in jurisdictions outside the United Kingdom may be
restricted by law and therefore persons into whose possession this announcement comes
should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Investec Investment Banking, a division of Investec Bank plc, which is authorised and
regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for
Arcapita and no one else in connection with matters described in this announcement and will
not be responsible to anyone other than Arcapita for providing the protections afforded to
clients of Investec Investment Banking nor for providing advice in relation to matters
described in this announcement.
This announcement will be available on Arcapita's website (www.arcapita.com) by no later
than 12 noon (London time) on 15 March 2011.
Disclosure requirements of 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 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 1% 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. 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
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. If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel’s Market
Surveillance Unit on +44 (0)20 7638 0129.
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