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20 October 2009
Centaur Media plc
("Centaur" or "the Group")
Statement in response to CIG announcement
The Board of Centaur notes the announcement made earlier today by
Critical Information Group plc ("CIG") stating that CIG had
previously made an approach to Centaur, maintains an interest in
acquiring Centaur, and is actively considering its options. Centaur
confirms that it recently received an unsolicited approach from CIG
regarding a possible offer for the Group which was conditional on,
inter alia, financing and due diligence.
The Board is confident in Centaur's strategy and believes that the
Group is well positioned as a result of its portfolio of market
leading brands, a proven organic growth track record, a strong
balance sheet and an experienced management team. In view of these
strengths, the Board believes that Centaur is ideally placed to be a
catalyst for future industry consolidation which has the potential to
enhance the Group's significant organic growth prospects.
Having reviewed CIG's approach with its advisers, the Board therefore
had no hesitation in concluding that this indicative proposal
materially undervalued Centaur and was not in the best interests of
Note 7 of Rule 2.4 of the Code requires the Group to confirm that
this statement is being made by the Group without the prior agreement
of CIG and that there can be no certainty whether any offer will be
A further announcement will be made when appropriate.
- ends -
For further information please contact:
Numis Securities Limited Tel: +44 (0)20 7260 1000
Corporate Finance: Adam Joy / Stuart Skinner
Corporate Broking: Christopher Wilkinson
Kreab Gavin Anderson Tel: +44 (0)20 7074 1800
Numis, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Centaur and
no one else in connection with the proposal and will not be
responsible to anyone other than Centaur for providing the
protections afforded to clients of Numis nor for providing advice in
relation to the proposal, the contents of this announcement or any
transaction or arrangement referred to herein.
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 per cent. or more of any class of
'relevant securities' of Centaur or of CIG, 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 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 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
Centaur or, 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 Centaur or of CIG by Centaur or CIG, 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.
In accordance with Rule 2.10 of the Code, Centaur announces that it
has 140,881,493 ordinary shares of 10p each in issue (excluding
shares held in Treasury). The International Securities
Identification Number for Centaur's ordinary shares is GB0034291418.
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This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.