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Below is list of our Regulatory News items:
| 09/04/2008 |
RNS Number:9286R Chelford Group PLC 09 April 2008
Chelford Group Plc ("Chelford")
Cancellation of admission and compulsory acquisition
Chelford announces that it has applied to the London Stock Exchange for the cancellation of trading of Chelford Shares on AIM following the announcement on 4 April 2008 that the recommended cash offer for Chelford by Solarsoft Acquisition Limited ("Solarsoft") a company formed at the direction of Marlin Equity Partners ("Offer") had been declared unconditional in all respects. It is currently anticipated that cancellation will take effect from 7.00 a.m. on 6 May 2008.
Solarsoft also intends to exercise its rights pursuant to the provisions of sections 979 to 982 (inclusive) of the Companies Act 2006 to acquire compulsorily on the same terms as the Offer the remaining Chelford Shares not already acquired or agreed to be acquired by Solarsoft pursuant to the Offer and that it is also anticipated that, after the cancellation of admission, Chelford will be re-registered as a private company under the relevant provisions of the Companies Act 1985.
Chelford shareholders who have not yet accepted the Offer should note that cancellation is likely to reduce significantly the liquidity and marketability of Chelford Shares not acquired under the Offer. Once cancellation has taken effect, Chelford shareholders will no longer be able to effect transactions in Chelford Shares on AIM at the market price.
Enquiries:
Chelford Tel:+44(0)1256 685 400
Trevor C. Lewis, Chief Executive
KPMG Corporate Finance Tel: +44 (0)20 7311 1000
(financial adviser to Chelford) Mark Farlow Susan Walker
Charles Stanley Securities Tel: +44 (0)20 7149 6000
(nominated adviser to Chelford) Richard Thompson Mark Taylor
This information is provided by RNS
The company news service from the London Stock Exchange
END
|
| 04/04/2008 |
RNS Number:7032R Solarsoft Acquisition Limited 04 April 2008
Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada, Australia, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
FOR IMMEDIATE RELEASE
4 April 2008
Recommended Cash Offer
for Chelford Group Plc
by Solarsoft Acquisition Limited
a company formed at the direction of
Marlin Equity Partners
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
It was announced on 6 March 2008 that the Boards of Solarsoft and Chelford had reached agreement on the terms of a recommended cash offer to be made by Solarsoft to acquire the whole of the issued and to be issued share capital of Chelford. Under the terms of the Offer, Chelford Shareholders will receive, for each Chelford Share held, 215 pence in cash. The Offer Document setting out the full terms of the Offer was posted to Chelford Shareholders on 6 March 2008.
On 1 April 2008 Solarsoft announced that the Offer had become unconditional as to acceptances on 1 April 2008.
Solarsoft announces that all the conditions of the Offer have now been either satisfied or waived. Accordingly, the Offer is hereby declared unconditional in all respects and will remain open for acceptance until further notice. At least 14 days' notice will be given if Solarsoft decides to close the Offer.
Directorate change
The Board of Chelford announces that William Birkett and Stephen Lord have resigned from their office as Chelford Directors and of all the Chelford Group companies and Nick Kaiser and Shawn McMorran (the directors of Solarsoft) and Anne McGoldrick (the Chief Financial Officer of Solarsoft Business Systems) have joined the Chelford Board with effect from 4 April 2008.
Further information pursuant to the appointment of the new directors, which is required to be disclosed under Schedule Two, Annex III (g) of the AIM Rules is set out below.
Nicholas Mark Kaiser (31) is the principal of Marlin Equity Partners, LLC; the principal of Marlin Equity Partners II, LLC; the principal of Mattec Limited; the principal of Avalon Printing Software Limited; and a director of Solarsoft Acquisition Limited. He is also a director of UK Software Holdings Limited; XKO Manchester; Solarsoft Business Systems Limited; XKO Networks Systems; and Manchester Software Solutions Limited. He is a director of the following dormant companies: Control Sales International Limited; Control ERP Limited; Oakman Ltd; Control Services Limited; The Control Group Limited; Aran PLC; and Sea-Change Limited.
Shawn Allister McMorran (44) is a director of UK Software Holdings Limited; Solarsoft Business Systems Limited; XKO Manchester; XKO Network Systems; Manchester Software Solutions Limited; and Solarsoft Acquisition Limited. He is a director of the following dormant companies: Control Sales International Limited; Control ERP Limited; Oakman Ltd; Control Services Limited; The Control Group Limited; Aran PLC; and Sea-Change Limited. He was previously a director of Kinetic Kudos Limited; Whitehorse Capital Ltd (voluntarily wound-up); and Navora Limited (voluntarily wound-up).
Anne Marie McGoldrick (former surname Mullen) (41) has no current directorships. Previously, she was a director of SunGard Systems Ltd; SunGard Consulting Services Europe Limited; Renaissance Software U.K. Limited; and ABC Legal Services Limited (dissolved).
Save for the information disclosed above, there is no other information pursuant to the appointment of Nick Kaiser, Shawn McMorran and Anne McGoldrick, which is required to be disclosed under Rule 17 and Schedule Two, Annex III (g) of the AIM Rules.
Settlement
The consideration to which any Chelford Shareholder is entitled under the Offer is expected to be despatched (or credited through CREST) to validly accepting Chelford Shareholders (i) in the case of acceptances received, complete in all respects, on or before the date of this announcement, within 14 days of this announcement; or (ii) in the case of acceptances received, complete in all respects, after the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, and in either case in the manner described in paragraphs 15(a) or 15(b) of Part 2 of the Offer Document.
To accept the Offer
Chelford Shareholders who wish to accept the Offer and who have not already done so should:
1. in respect of Chelford Shares held in certificated form, Chelford Shareholders who have not already done so should complete, sign, witness (in the case of an individual) and return the Form of Acceptance together with the relevant share certificate(s) or other documents of title, in accordance with the instructions printed thereon by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH or (during normal business hours only) by hand to Computershare Investor Services PLC, Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol, BS13 8AE as soon as possible; and
2. in respect of Chelford Shares held in uncertificated form, Chelford Shareholders who have not already done so should ensure that an Electronic Acceptance is made in accordance with the procedure set out in paragraph 14 of the letter from Solarsoft in Part 2 of the Offer Document so that the relevant TTE Instruction settles as soon as possible.
Chelford Shareholders who are CREST sponsored members must refer to their CREST sponsor before taking any action as only the CREST sponsor will be able to send the necessary TTE Instruction to Euroclear to enable them to accept the Offer.
Compulsory acquisition, cancellation of trading and re-registration as a private company
Solarsoft intends to exercise its rights pursuant to the provisions of sections 979 to 982 (inclusive) of the Companies Act 2006 to acquire compulsorily on the same terms as the Offer the remaining Chelford Shares not already acquired or agreed to be acquired by Solarsoft pursuant to the Offer.
As stated in the Offer Document, Solarsoft intends to take steps to procure, as soon as practicable, the making of an application by Chelford to the London Stock Exchange for the cancellation of admission to trading of Chelford Shares on AIM.
It is anticipated that the cancellation of admission to trading on AIM will take effect on 6 May 2008, being 20 business days following the date of this announcement. It is also anticipated that, after the cancellation of admission, Chelford will be re-registered as a private company under the relevant provisions of the Companies Act. This cancellation will significantly reduce the liquidity and marketability of any Chelford Shares not assented to the Offer.
Copies of the Offer Document and the Form of Acceptance are available from Computershare Investor Services PLC by telephoning 0870 707 1705 or +44 870 707 1705 (if telephoning from outside the UK) between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding UK public holidays). A copy of the Offer Document is also available on Chelford's website, www.chelfordgroup.com.
Terms used in this announcement have the same meaning given to them in the Offer Document dated 6 March 2008.
Enquiries:
Solarsoft Tel: +44 (0)1908 295 400
Shawn McMorran, Chief Executive
Strata Partners Tel: +44 (0)20 7730 1200
(financial adviser to Solarsoft) Edward Roskill
Chelford Tel: +44 (0)1256 685 400
William Birkett, Chairman Trevor C. Lewis, Chief Executive
KPMG Corporate Finance Tel: +44 (0)20 7311 1000
(financial adviser to Chelford) Mark Farlow Susan Walker
Bankside Consultants Tel: +44 (0)20 7367 8888
(PR adviser to Chelford) Steve Liebmann
Charles Stanley Securities Tel: +44 (0)20 7149 6482
(nominated adviser to Chelford) Richard Thompson Mark Taylor
Strata Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Solarsoft and no one else in connection with the Offer and will not be responsible to anyone other than Solarsoft for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the matters described in this announcement or any transaction or arrangement referred to herein.
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated by the Financial Services Authority for investment business activities, is acting exclusively for Chelford as financial adviser in relation to the Offer and is not acting for any other person in relation to the Offer. KPMG Corporate Finance will not be responsible to anyone other than Chelford for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any transaction or arrangement referred to herein.
This announcement is not intended to and does not constitute, or form any part of an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities pursuant to the Offer or otherwise. The Offer is made solely through the Offer Document and the Form of Acceptance, which together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance.
The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed herein may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
The Offer is not being and will not be made, directly or indirectly, in or into the United States or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile or other electronic transmission, telex or telephone) of inter-state or foreign commerce of, or any facility of, a national, state or other securities exchange of, the United States, nor is it being nor will it be made directly or indirectly in or into Canada, Australia or Japan and the Offer is not capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement are not being, will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Any persons (including without limitation custodians, nominees or trustees) receiving this announcement must not mail, forward, distribute or send it in, into or from the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEAXLLEFFPEFE
|
| 01/04/2008 |
Level of Acceptances
RNS Number:2618R Solarsoft Acquisition Limited 01 April 2008
Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada, Australia, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
FOR IMMEDIATE RELEASE
1 April 2008
Recommended Cash Offer
for Chelford Group Plc
by Solarsoft Acquisition Limited
a company formed at the direction of
Marlin Equity Partners
Offer has become unconditional as to acceptances
It was announced on 6 March 2008 that the Boards of Solarsoft and Chelford had reached agreement on the terms of a recommended cash offer to be made by Solarsoft to acquire the whole of the issued and to be issued share capital of Chelford. Under the terms of the Offer, Chelford Shareholders will receive, for each Chelford Share held, 215 pence in cash. The Offer Document setting out the full terms of the Offer was posted to Chelford Shareholders on 6 March 2008.
Level of acceptances
Solarsoft announces that, as at 4.00 p.m. on 31 March 2008, valid acceptances of the Offer have been received in respect of a total number of 6,483,689 Chelford Shares, representing approximately 90.8 per cent. of Chelford's existing issued share capital.
Prior to the announcement of the Offer, Solarsoft had received irrevocable undertakings to accept the Offer in respect of a total of 4,478,179 Chelford Shares, representing, in aggregate, approximately 62.7 per cent. of Chelford's existing issued share capital, as set out below:
(a) the Chelford Directors had irrevocably undertaken to accept the Offer
in respect of their entire beneficial holdings (and those of their family members and related trusts), which amount to, in aggregate 2,145,067 Chelford Shares, representing, in aggregate, approximately 30.0 per cent. of the existing issued share capital of Chelford;
(b) Adrian de Ferranti who has a beneficial holding of 1,650,786
Chelford Shares had irrevocably undertaken to accept the Offer in respect of his entire beneficial holding, representing approximately 23.1 per cent. of the existing issued share capital of Chelford; and
(c) certain other Chelford Shareholders had irrevocably undertaken to
accept the Offer in respect of their entire beneficial holdings which amount to, in aggregate 682,326 Chelford Shares, representing, in aggregate, 9.6 per cent. of the existing issued share capital of Chelford.
Details of the terms of these irrevocable undertakings are set out in the Offer Document.
As at 4.00 p.m. on 31 March 2008, valid acceptances had been received in respect of a total number of 4,468,179 Chelford Shares that were the subject of an irrevocable undertaking to accept the Offer, representing approximately 62.6 per cent. of Chelford's existing issued share capital, and such acceptances are included in the total number of valid acceptances referred to above. Valid acceptances have yet to be received for 10,000 Chelford Shares that were the subject of an irrevocable undertaking to accept the Offer, representing approximately 0.1 per cent. of Chelford's existing issued share capital.
Save as set out in this announcement, no valid acceptances in respect of Chelford Shares have been received either from persons acting in concert with Solarsoft or which were the subject of an irrevocable undertaking or a letter of intent to accept the Offer.
As at 4.00 p.m. on 31 March 2008, neither Solarsoft nor any of its directors, nor, so far as Solarsoft is aware, any person acting in concert with Solarsoft (i) had any interest in or right to subscribe for any relevant securities of Chelford, nor (ii) had any short positions in respect of any relevant securities of Chelford (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative agreement, any agreement to sell or any delivery obligation or right to require another person to take delivery, nor (iii) had borrowed or lent any relevant securities of Chelford (save for any borrowed shares which had been on-lent or sold).
As at 4.00 p.m. on 31 March 2008, Solarsoft may count 6,483,689 Chelford Shares (representing approximately 90.8 per cent of the issued share capital of Chelford) towards satisfaction of the acceptance condition to the Offer. Accordingly, the Offer has become unconditional as to acceptances.
Further acceptance of the Offer
As previously announced, the Offer remains open for acceptance until 3.00 p.m. on 10 April 2008. At least 14 days' written notice will be given by an announcement to Chelford Shareholders who have not accepted the Offer before the Offer is closed.
To accept the Offer
In order to accept the Offer in respect of Chelford Shares held in certificated form, Chelford Shareholders who have not already done so should complete, sign, witness (in the case of an individual) and return the Form of Acceptance together with the relevant share certificate(s) or other documents of title, in accordance with the instructions printed thereon by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH or (during normal business hours only) by hand to Computershare Investor Services PLC, Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol, BS13 8AE as soon as possible but in any event, so as to be received no later than 3.00 p.m. on 10 April 2008.
In order to accept the Offer in respect of Chelford Shares held in uncertificated form, Chelford Shareholders who have not already done so should ensure that an Electronic Acceptance is made in accordance with the procedure set out in paragraph 14 of the letter from Solarsoft in Part 2 of the Offer Document so that the relevant TTE Instruction settles by no later than 3.00 p.m. on 10 April 2008.
Chelford Shareholders who are CREST sponsored members must refer to their CREST sponsor before taking any action as only the CREST sponsor will be able to send the necessary TTE Instruction to Euroclear to enable them to accept the Offer.
Terms defined in the Offer Document have the same meaning in this announcement.
Enquiries:
Solarsoft Tel: +44 (0)1908 295 400
Shawn McMorran, Chief Executive
Strata Partners Tel: +44 (0)20 7730 1200
(financial adviser to Solarsoft) Edward Roskill
Chelford Tel: +44 (0)1256 685 400
William Birkett, Chairman Trevor C. Lewis, Chief Executive
KPMG Corporate Finance Tel: +44 (0)20 7311 1000
(financial adviser to Chelford) Mark Farlow Susan Walker
Bankside Consultants Tel: +44 (0)20 7367 8888
(PR adviser to Chelford) Steve Liebmann
Charles Stanley Securities Tel: +44 (0)20 7149 6482
(nominated adviser to Chelford) Richard Thompson Mark Taylor
Strata Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Solarsoft and no one else in connection with the Offer and will not be responsible to anyone other than Solarsoft for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the matters described in this announcement or any transaction or arrangement referred to herein.
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated by the Financial Services Authority for investment business activities, is acting exclusively for Chelford as financial adviser in relation to the Offer and is not acting for any other person in relation to the Offer. KPMG Corporate Finance will not be responsible to anyone other than Chelford for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any transaction or arrangement referred to herein.
This announcement is not intended to and does not constitute, or form any part of an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities pursuant to the Offer or otherwise. The Offer is made solely through the Offer Document and the Form of Acceptance, which together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance.
The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed herein may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
The Offer is not being and will not be made, directly or indirectly, in or into the United States or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile or other electronic transmission, telex or telephone) of inter-state or foreign commerce of, or any facility of, a national, state or other securities exchange of, the United States, nor is it being nor will it be made directly or indirectly in or into Canada, Australia or Japan and the Offer is not capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement are not being, will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Any persons (including without limitation custodians, nominees or trustees) receiving this announcement must not mail, forward, distribute or send it in, into or from the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
Chelford Group plc ("Chelford" or "Company")
Statement regarding share price movement and Rule 2.10 announcement
The board of directors of Chelford ("the Board") notes the recent rise in the share price of the Company.
The board confirms that it is in preliminary discussions which may or may not lead to an offer being made for the entire issued share capital of the Company. Discussions are at an early stage and there can be no certainty that an offer will be made or as to the terms on which an offer might be made.
The Board, which is being advised by KPMG Corporate Finance, will make a further announcement when appropriate.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Company confirms that as at the close of business on 7 December 2007, the Company had 7,141,323 ordinary shares of £1 each in issue.
The International Securities Identification Number (ISIN) for these shares is GB00B02TW537.
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% or more of any class of 'relevant securities' of Chelford Group Plc 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 3.30pm (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 Chelford Group Plc, 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 Chelford Group Plc by Chelford Group Plc, or by any of its 'associates', must be disclosed by no later than 12 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.
Enquiries:
Chelford Group Plc Tel: +44 1256 685 400
Trevor Lewis
KPMG Corporate Finance Tel: +44 20 7311 1000
Susan Walker or Mark Farlow
PR adviser Bankside Consultants Tel: +44 20 7367 8883
Steve Liebmann
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated by the Financial Services Authority for investment business activities, is acting for the Company as financial adviser in relation to the possible offer for the Company and is not acting for any other person in relation to such possible offer for the Company. KPMG Corporate Finance will not be responsible to anyone other than Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this document or any possible offer for the Company or arrangement referred to herein.
This information is provided by RNS
The company news service from the London Stock Excha
|
| 28/03/2008 |
Update on Acceptances
RNS Number:9875Q Solarsoft Acquisition Limited 28 March 2008
Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada, Australia, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
FOR IMMEDIATE RELEASE
28 March 2008
Recommended Cash Offer
for Chelford Group Plc
by Solarsoft Acquisition Limited
a company formed at the direction of
Marlin Equity Partners
Offer extended to 10 April 2008
It was announced on 6 March 2008 that the Boards of Solarsoft and Chelford had reached agreement on the terms of a recommended cash offer to be made by Solarsoft to acquire the whole of the issued and to be issued share capital of Chelford. Under the terms of the Offer, Chelford Shareholders will receive, for each Chelford Share held, 215 pence in cash. The Offer Document setting out the full terms of the Offer was posted to Chelford Shareholders on 6 March 2008.
Level of acceptances
Solarsoft announces that, as at 3.00 p.m. on 27 March 2008 (being the first closing date of the Offer), valid acceptances of the Offer have been received in respect of a total number of 6,335,610 Chelford Shares, representing approximately 88.7 per cent. of Chelford's existing issued share capital.
Prior to the announcement of the Offer, Solarsoft had received irrevocable undertakings to accept the Offer in respect of a total of 4,478,179 Chelford Shares, representing, in aggregate, approximately 62.7 per cent. of Chelford's existing issued share capital, as set out below:
(a) the Chelford Directors had irrevocably undertaken to accept the Offer
in respect of their entire beneficial holdings (and those of their family members and related trusts), which amount to, in aggregate 2,145,067 Chelford Shares, representing, in aggregate, approximately 30.0 per cent. of the existing issued share capital of Chelford;
(b) Adrian de Ferranti who has a beneficial holding of 1,650,786
Chelford Shares had irrevocably undertaken to accept the Offer in respect of his entire beneficial holding, representing approximately 23.1 per cent. of the existing issued share capital of Chelford; and
(c) certain other Chelford Shareholders had irrevocably undertaken to
accept the Offer in respect of their entire beneficial holdings which amount to, in aggregate 682,326 Chelford Shares, representing, in aggregate, 9.6 per cent. of the existing issued share capital of Chelford.
Details of the terms of these irrevocable undertakings are set out in the Offer Document.
As at 3.00 p.m. on 27 March 2008, valid acceptances had been received in respect of a total number of 4,468,179 Chelford Shares that were the subject of an irrevocable undertaking to accept the Offer, representing approximately 62.6 per cent. of Chelford's existing issued share capital, and such acceptances are included in the total number of valid acceptances referred to above. Valid acceptances have yet to be received for 10,000 Chelford Shares that were the subject of an irrevocable undertaking to accept the Offer, representing approximately 0.1 per cent. of Chelford's existing issued share capital.
Save as set out in this announcement, no valid acceptances in respect of Chelford Shares have been received either from persons acting in concert with
Solarsoft or which were the subject of an irrevocable undertaking or a letter of intent to accept the Offer.
As at 3.00 p.m. on 27 March 2008, neither Solarsoft nor any of its directors, nor, so far as Solarsoft is aware, any person acting in concert with Solarsoft (i) had any interest in or right to subscribe for any relevant securities of Chelford, nor (ii) had any short positions in respect of any relevant securities of Chelford (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative agreement, any agreement to sell or any delivery obligation or right to require another person to take delivery, nor (iii) had borrowed or lent any relevant securities of Chelford (save for any borrowed shares which had been on-lent or sold).
As at 3.00 p.m. on 27 March 2008, Solarsoft may count 6,335,610 Chelford Shares (representing approximately 88.7 per cent of the issued share capital of Chelford) towards satisfaction of the acceptance condition to the Offer.
Extension of the Offer
The Board of Solarsoft announces that the Offer, which remains subject to the terms and conditions set out in the Offer Document and Form of Acceptance (including valid acceptances being received in respect of not less than 90 per cent., or such lower percentage, carrying in aggregate more than 50 per cent. of the voting rights in Chelford, as Solarsoft may decide, in nominal value of Chelford's existing issued share capital) has been extended and will remain open for acceptance until 3.00 p.m. on the next closing date, which will be on 10 April 2008. Any further extensions of the Offer will be publicly announced by 8.00 a.m. on the business day following the day on which the Offer was otherwise due to expire, or such later time as the Panel may agree.
To accept the Offer
In order to accept the Offer in respect of Chelford Shares held in certificated form, Chelford Shareholders who have not already done so should complete, sign, witness (in the case of an individual) and return the Form of Acceptance together with the relevant share certificate(s) or other documents of title, in accordance with the instructions printed thereon by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH or (during normal business hours only) by hand to Computershare Investor Services PLC, Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol, BS13 8AE as soon as possible but in any event, so as to be received no later than 3.00 p.m. on 10 April 2008.
In order to accept the Offer in respect of Chelford Shares held in uncertificated form, Chelford Shareholders who have not already done so should ensure that an Electronic Acceptance is made in accordance with the procedure set out in paragraph 14 of the letter from Solarsoft in Part 2 of the Offer Document so that the relevant TTE Instruction settles by no later than 3.00 p.m. on 10 April 2008.
Chelford Shareholders who are CREST sponsored members must refer to their CREST sponsor before taking any action as only the CREST sponsor will be able to send the necessary TTE Instruction to Euroclear to enable them to accept the Offer.
Terms defined in the Offer Document have the same meaning in this announcement.
Enquiries:
Solarsoft Tel: +44 (0)1908 295 400
Shawn McMorran, Chief Executive
Strata Partners Tel: +44 (0)20 7730 1200
(financial adviser to Solarsoft) Edward Roskill
Chelford Tel: +44 (0)1256 685 400
William Birkett, Chairman Trevor C. Lewis, Chief Executive
KPMG Corporate Finance Tel: +44 (0)20 7311 1000
(financial adviser to Chelford) Mark Farlow Susan Walker
Bankside Consultants Tel: +44 (0)20 7367 8888
(PR adviser to Chelford) Steve Liebmann
Charles Stanley Securities Tel: +44 (0)20 7149 6482
(nominated adviser to Chelford) Richard Thompson Mark Taylor
Strata Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Solarsoft and no one else in connection with the Offer and will not be responsible to anyone other than Solarsoft for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the matters described in this announcement or any transaction or arrangement referred to herein.
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated by the Financial Services Authority for investment business activities, is acting exclusively for Chelford as financial adviser in relation to the Offer and is not acting for any other person in relation to the Offer. KPMG Corporate Finance will not be responsible to anyone other than Chelford for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any transaction or arrangement referred to herein.
This announcement is not intended to and does not constitute, or form any part of an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities pursuant to the Offer or otherwise. The Offer is made solely through the Offer Document and the Form of Acceptance, which together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance.
The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed herein may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
The Offer is not being and will not be made, directly or indirectly, in or into the United States or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile or other electronic transmission, telex or telephone) of inter-state or foreign commerce of, or any facility of, a national, state or other securities exchange of, the United States, nor is it being nor will it be made directly or indirectly in or into Canada, Australia or Japan and the Offer is not capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement are not being, will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Any persons (including without limitation custodians, nominees or trustees) receiving this announcement must not mail, forward, distribute or send it in, into or from the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange |
| 28/03/2008 |
Offer Update
Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada, Australia, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
FOR IMMEDIATE RELEASE
28 March 2008
Recommended Cash Offer
for Chelford Group Plc
by Solarsoft Acquisition Limited
a company formed at the direction of
Marlin Equity Partners
Offer extended to 10 April 2008
It was announced on 6 March 2008 that the Boards of Solarsoft and Chelford had reached agreement on the terms of a recommended cash offer to be made by Solarsoft to acquire the whole of the issued and to be issued share capital of Chelford. Under the terms of the Offer, Chelford Shareholders will receive, for each Chelford Share held, 215 pence in cash. The Offer Document setting out the full terms of the Offer was posted to Chelford Shareholders on 6 March 2008.
Level of acceptances
Solarsoft announces that, as at 3.00 p.m. on 27 March 2008 (being the first closing date of the Offer), valid acceptances of the Offer have been received in respect of a total number of 6,335,610 Chelford Shares, representing approximately 88.7 per cent. of Chelford's existing issued share capital.
Prior to the announcement of the Offer, Solarsoft had received irrevocable undertakings to accept the Offer in respect of a total of 4,478,179 Chelford Shares, representing, in aggregate, approximately 62.7 per cent. of Chelford's existing issued share capital, as set out below:
(a) the Chelford Directors had irrevocably undertaken to accept the Offer
in respect of their entire beneficial holdings (and those of their family members and related trusts), which amount to, in aggregate 2,145,067 Chelford Shares, representing, in aggregate, approximately 30.0 per cent. of the existing issued share capital of Chelford;
(b) Adrian de Ferranti who has a beneficial holding of 1,650,786 Chelford Shares
had irrevocably undertaken to accept the Offer in respect of his entire beneficial holding, representing approximately 23.1 per cent. of the existing issued share capital of Chelford; and
(c) certain other Chelford Shareholders had irrevocably undertaken to accept the Offer
in respect of their entire beneficial holdings which amount to, in aggregate 682,326 Chelford Shares, representing, in aggregate, 9.6 per cent. of the existing issued share capital of Chelford.
Details of the terms of these irrevocable undertakings are set out in the Offer Document.
As at 3.00 p.m. on 27 March 2008, valid acceptances had been received in respect of a total number of 4,468,179 Chelford Shares that were the subject of an irrevocable undertaking to accept the Offer, representing approximately 62.6 per cent. of Chelford's existing issued share capital, and such acceptances are included in the total number of valid acceptances referred to above. Valid acceptances have yet to be received for 10,000 Chelford Shares that were the subject of an irrevocable undertaking to accept the Offer, representing approximately 0.1 per cent. of Chelford's existing issued share capital.
Save as set out in this announcement, no valid acceptances in respect of Chelford Shares have been received either from persons acting in concert with Solarsoft or which were the subject of an irrevocable undertaking or a letter of intent to accept the Offer.
As at 3.00 p.m. on 27 March 2008, neither Solarsoft nor any of its directors, nor, so far as Solarsoft is aware, any person acting in concert with Solarsoft (i) had any interest in or right to subscribe for any relevant securities of Chelford, nor (ii) had any short positions in respect of any relevant securities of Chelford (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative agreement, any agreement to sell or any delivery obligation or right to require another person to take delivery, nor (iii) had borrowed or lent any relevant securities of Chelford (save for any borrowed shares which had been on-lent or sold).
As at 3.00 p.m. on 27 March 2008, Solarsoft may count 6,335,610 Chelford Shares (representing approximately 88.7 per cent of the issued share capital of Chelford) towards satisfaction of the acceptance condition to the Offer.
Extension of the Offer
The Board of Solarsoft announces that the Offer, which remains subject to the terms and conditions set out in the Offer Document and Form of Acceptance (including valid acceptances being received in respect of not less than 90 per cent., or such lower percentage, carrying in aggregate more than 50 per cent. of the voting rights in Chelford, as Solarsoft may decide, in nominal value of Chelford's existing issued share capital) has been extended and will remain open for acceptance until 3.00 p.m. on the next closing date, which will be on 10 April 2008. Any further extensions of the Offer will be publicly announced by 8.00 a.m. on the business day following the day on which the Offer was otherwise due to expire, or such later time as the Panel may agree.
To accept the Offer
In order to accept the Offer in respect of Chelford Shares held in certificated form, Chelford Shareholders who have not already done so should complete, sign, witness (in the case of an individual) and return the Form of Acceptance together with the relevant share certificate(s) or other documents of title, in accordance with the instructions printed thereon by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH or (during normal business hours only) by hand to Computershare Investor Services PLC, Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol, BS13 8AE as soon as possible but in any event, so as to be received no later than 3.00 p.m. on 10 April 2008.
In order to accept the Offer in respect of Chelford Shares held in uncertificated form, Chelford Shareholders who have not already done so should ensure that an Electronic Acceptance is made in accordance with the procedure set out in paragraph 14 of the letter from Solarsoft in Part 2 of the Offer Document so that the relevant TTE Instruction settles by no later than 3.00 p.m. on 10 April 2008.
Chelford Shareholders who are CREST sponsored members must refer to their CREST sponsor before taking any action as only the CREST sponsor will be able to send the necessary TTE Instruction to Euroclear to enable them to accept the Offer.
Terms defined in the Offer Document have the same meaning in this announcement.
Enquiries:
Solarsoft Tel: +44 (0)1908 295 400
Shawn McMorran, Chief Executive
Strata Partners Tel: +44 (0)20 7730 1200
(financial adviser to Solarsoft) Edward Roskill
Chelford Tel: +44 (0)1256 685 400
William Birkett, Chairman Trevor C. Lewis, Chief Executive
KPMG Corporate Finance Tel: +44 (0)20 7311 1000
(financial adviser to Chelford) Mark Farlow Susan Walker
Bankside Consultants Tel: +44 (0)20 7367 8888
(PR adviser to Chelford) Steve Liebmann
Charles Stanley Securities Tel: +44 (0)20 7149 6482
(nominated adviser to Chelford) Richard Thompson Mark Taylor
Strata Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Solarsoft and no one else in connection with the Offer and will not be responsible to anyone other than Solarsoft for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the matters described in this announcement or any transaction or arrangement referred to herein.
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated by the Financial Services Authority for investment business activities, is acting exclusively for Chelford as financial adviser in relation to the Offer and is not acting for any other person in relation to the Offer. KPMG Corporate Finance will not be responsible to anyone other than Chelford for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any transaction or arrangement referred to herein.
This announcement is not intended to and does not constitute, or form any part of an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities pursuant to the Offer or otherwise. The Offer is made solely through the Offer Document and the Form of Acceptance, which together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance.
The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed herein may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
The Offer is not being and will not be made, directly or indirectly, in or into the United States or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile or other electronic transmission, telex or telephone) of inter-state or foreign commerce of, or any facility of, a national, state or other securities exchange of, the United States, nor is it being nor will it be made directly or indirectly in or into Canada, Australia or Japan and the Offer is not capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement are not being, will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Any persons (including without limitation custodians, nominees or trustees) receiving this announcement must not mail, forward, distribute or send it in, into or from the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEAEDXAFXPEAE
Chelford Group plc ("Chelford" or "Company")
Statement regarding share price movement and Rule 2.10 announcement
The board of directors of Chelford ("the Board") notes the recent rise in the share price of the Company.
The board confirms that it is in preliminary discussions which may or may not lead to an offer being made for the entire issued share capital of the Company. Discussions are at an early stage and there can be no certainty that an offer will be made or as to the terms on which an offer might be made.
The Board, which is being advised by KPMG Corporate Finance, will make a further announcement when appropriate.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Company confirms that as at the close of business on 7 December 2007, the Company had 7,141,323 ordinary shares of £1 each in issue.
The International Securities Identification Number (ISIN) for these shares is GB00B02TW537.
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% or more of any class of 'relevant securities' of Chelford Group Plc 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 3.30pm (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 Chelford Group Plc, 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 Chelford Group Plc by Chelford Group Plc, or by any of its 'associates', must be disclosed by no later than 12 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.
Enquiries:
Chelford Group Plc Tel: +44 1256 685 400
Trevor Lewis
KPMG Corporate Finance Tel: +44 20 7311 1000
Susan Walker or Mark Farlow
PR adviser Bankside Consultants Tel: +44 20 7367 8883
Steve Liebmann
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated by the Financial Services Authority for investment business activities, is acting for the Company as financial adviser in relation to the possible offer for the Company and is not acting for any other person in relation to such possible offer for the Company. KPMG Corporate Finance will not be responsible to anyone other than Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this document or any possible offer for the Company or arrangement referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
|
| 07/03/2008 |
Offer Document >>
Chelford Group plc ("Chelford" or "Company")
Statement regarding share price movement and Rule 2.10 announcement
The board of directors of Chelford ("the Board") notes the recent rise in the share price of the Company.
The board confirms that it is in preliminary discussions which may or may not lead to an offer being made for the entire issued share capital of the Company. Discussions are at an early stage and there can be no certainty that an offer will be made or as to the terms on which an offer might be made.
The Board, which is being advised by KPMG Corporate Finance, will make a further announcement when appropriate.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Company confirms that as at the close of business on 7 December 2007, the Company had 7,141,323 ordinary shares of £1 each in issue.
The International Securities Identification Number (ISIN) for these shares is GB00B02TW537.
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% or more of any class of 'relevant securities' of Chelford Group Plc 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 3.30pm (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 Chelford Group Plc, 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 Chelford Group Plc by Chelford Group Plc, or by any of its 'associates', must be disclosed by no later than 12 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.
Enquiries:
Chelford Group Plc Tel: +44 1256 685 400
Trevor Lewis
KPMG Corporate Finance Tel: +44 20 7311 1000
Susan Walker or Mark Farlow
PR adviser Bankside Consultants Tel: +44 20 7367 8883
Steve Liebmann
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated by the Financial Services Authority for investment business activities, is acting for the Company as financial adviser in relation to the possible offer for the Company and is not acting for any other person in relation to such possible offer for the Company. KPMG Corporate Finance will not be responsible to anyone other than Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this document or any possible offer for the Company or arrangement referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
|
| 06/03/2008 |
Recommended cash offer for Chelford >>
Chelford Group plc ("Chelford" or "Company")
Statement regarding share price movement and Rule 2.10 announcement
The board of directors of Chelford ("the Board") notes the recent rise in the share price of the Company.
The board confirms that it is in preliminary discussions which may or may not lead to an offer being made for the entire issued share capital of the Company. Discussions are at an early stage and there can be no certainty that an offer will be made or as to the terms on which an offer might be made.
The Board, which is being advised by KPMG Corporate Finance, will make a further announcement when appropriate.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Company confirms that as at the close of business on 7 December 2007, the Company had 7,141,323 ordinary shares of £1 each in issue.
The International Securities Identification Number (ISIN) for these shares is GB00B02TW537.
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% or more of any class of 'relevant securities' of Chelford Group Plc 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 3.30pm (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 Chelford Group Plc, 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 Chelford Group Plc by Chelford Group Plc, or by any of its 'associates', must be disclosed by no later than 12 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.
Enquiries:
Chelford Group Plc Tel: +44 1256 685 400
Trevor Lewis
KPMG Corporate Finance Tel: +44 20 7311 1000
Susan Walker or Mark Farlow
PR adviser Bankside Consultants Tel: +44 20 7367 8883
Steve Liebmann
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated by the Financial Services Authority for investment business activities, is acting for the Company as financial adviser in relation to the possible offer for the Company and is not acting for any other person in relation to such possible offer for the Company. KPMG Corporate Finance will not be responsible to anyone other than Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this document or any possible offer for the Company or arrangement referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
|
| 10/01/2008 |
RNS Number:5302L Chelford Group PLC 10 January 2008
FOR IMMEDIATE RELEASE
more >>
Chelford Group plc ("Chelford" or "Company")
Statement regarding share price movement and Rule 2.10 announcement
The board of directors of Chelford ("the Board") notes the recent rise in the share price of the Company.
The board confirms that it is in preliminary discussions which may or may not lead to an offer being made for the entire issued share capital of the Company. Discussions are at an early stage and there can be no certainty that an offer will be made or as to the terms on which an offer might be made.
The Board, which is being advised by KPMG Corporate Finance, will make a further announcement when appropriate.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Company confirms that as at the close of business on 7 December 2007, the Company had 7,141,323 ordinary shares of £1 each in issue.
The International Securities Identification Number (ISIN) for these shares is GB00B02TW537.
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% or more of any class of 'relevant securities' of Chelford Group Plc 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 3.30pm (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 Chelford Group Plc, 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 Chelford Group Plc by Chelford Group Plc, or by any of its 'associates', must be disclosed by no later than 12 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.
Enquiries:
Chelford Group Plc Tel: +44 1256 685 400
Trevor Lewis
KPMG Corporate Finance Tel: +44 20 7311 1000
Susan Walker or Mark Farlow
PR adviser Bankside Consultants Tel: +44 20 7367 8883
Steve Liebmann
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated by the Financial Services Authority for investment business activities, is acting for the Company as financial adviser in relation to the possible offer for the Company and is not acting for any other person in relation to such possible offer for the Company. KPMG Corporate Finance will not be responsible to anyone other than Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this document or any possible offer for the Company or arrangement referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
|
| 06/09/2007 |
Chelford Group plc
RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2007
Chelford Group plc (“Chelford” or the “Group”), the specialist IT solutions group, announces its unaudited results for the six months ended 30 June 2007. These results are reported under IFRS.
Key points:
- The financial results for the period were:
- Revenue up 2% to £9.3m (H1, 2006: £9.2m);
- Adjusted profit before tax*: up 44% to £0.63m (H1, 2006: £0.44m);
- Profit before tax: up 98% to £0.46m (H1, 2006: £0.23m); and
- Basic earnings per share: up 162% to 3.75p (H1, 2006: 1.43p).
* stated before tax, amortisation of intangibles and share-based payments
- Continued cash generation resulted in net cash of £1.76m at 30 June 2007 (31 December 2006: £1.45m).
- Results reflect a strong turn-round into profitability within the Chelford SAP Division.
- Customer contracts signed in the period include British Sugar, Lin Pac, Gordon & McPhail, Scottish Enterprise, Fig Leaves.com, Neopost, Lyons Seafoods and Hewlett Packard.
On outlook, William Birkett, Chelford’s Chairman stated:
“The months of July and August have seen the same level of order in-take increase experienced in the first half of the year. With the order book increasing, the performance of the Microsoft operation improving and with a good pipeline of new business opportunities, the Board anticipates a satisfactory outcome to the year.”
Click here for more >>
For further information, please contact:
Trevor Lewis, Chief Executive |
today: 020-7367-8888 |
|
thereafter: 01256-685400 |
|
|
Mark Taylor, Charles Stanley Securities |
020-7149-6000 |
|
|
Steve Liebmann, Bankside |
020-7367-8883 or 07802-888159 |
|
| 08/08/2007 |
AIM RULE 26 INFORMATION
RNS Number:7231B
Chelford Group PLC
08 August 2007
CHELFORD GROUP PLC
AIM RULE 26 INFORMATION
Chelford Group plc ("the Company"; LSE: CHR), the AIM quoted IT solutions group, announces that the information required by AIM Rules 26 (company information disclosure) is available on the Company's website at www.chelfordgroup.com.
Ends
For further information, please contact:
Chelford Group plc
Trevor Lewis, Chief Executive 01256-685400
Martin Anderson, Finance Director
Mark Taylor, Charles Stanley 020-7149-6000
|
| 08/08/2007 |
INTERIM RESULTS ANNOUNCEMENT DATE
RNS Number:7001B
Chelford Group PLC
08 August 2007
CHELFORD GROUP PLC
INTERIM RESULTS ANNOUNCEMENT DATE
Chelford Group plc (LSE: CHR), the AIM quoted IT solutions group, will be announcing its interim results for the six months to 30 June 2007 on Thursday 6 September 2007.
For further information, please contact :
Steve Liebmann at Bankside;
tel : 020-7367-8883 or 07802-888159;
email : steve.liebmann@bankside.com.
Ends |
| 20/07/2007 |
PERIOD-END TRADING STATEMENT
RNS Number:4701A Chelford Group PLC 19 July 2007
FOR IMMEDIATE RELEASE 19 July 2007
Chelford Group plc
PERIOD-END TRADING STATEMENT
Chelford Group plc ("Chelford" or "the Group"), the IT solutions group, today provides an update on its trading performance for the six months to 30 June 2007.
Chelford is pleased to report that the overall operating profit for the first half of 2007 is significantly ahead of the same period in 2006 and also shows an improvement on the second half of 2006.
The Chelford SAP Solutions division has moved firmly into profit with improving margins as the half year progressed. Chelford SAP Solutions continues to achieve good organic growth and the new business pipeline is substantially stronger than at the same time last year.
Revenue for the Chelford Solutions division was little changed from the same period last year. Profitability in this division was held back during the half year by increased investment within the Microsoft solutions business and in additional sales capacity. However an increase of 43% in order intake for Chelford Solutions gives confidence for an improvement in performance during the second half.
Chelford continues to generate cash; the net cash balance as at 30 June 2007 was £1.76 million.
The Board anticipates a satisfactory outcome for the full year in line with the Board's expectations.
|
| 04/07/2007 |
NOTIFICATION OF MAJOR INTERESTS IN SHARES
RNS Number:6304Z Chelford Group PLC 04 July 2007
TR-1(i): NOTIFICATION OF MAJOR INTERESTS IN SHARES
1. Identity of the issuer or the underlying issuer of existing shares to
which voting rights are attached (ii):
Chelford Group Plc
2. Reason for the notification (please state Yes/No): ( )
An acquisition or disposal of voting rights: (Yes)
An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached: (No)
An event changing the breakdown of voting rights: (No)
Other (please specify): (No)
3. Full name of person(s) subject to the notification obligation (iii):
Joseph William Birkett
4. Full name of shareholder(s) (if different from 3.) (iv):
N/a
5. Date of the transaction (and date on which the threshold is crossed or
reached if different) (v):
03/07/07
6. Date on which issuer notified:
03/07/07
7. Threshold(s) that is/are crossed or reached:
8%
8. Notified details:
n/a
A: Voting rights attached to shares
Class/type of shares if possible Situation previous to the Triggering transaction (vi)
using the ISIN CODE
Number of shares Number of voting Rights (viii)
Ordinary 100p 568,725 568,725
Resulting situation after the triggering transaction (vii)
Class/type of shares if Number of shares Number of voting rights (ix) % of voting rights
possible using the ISIN CODE
Direct Direct (x) Indirect (xi) Direct Indirect
550,000 28,725 7.70% 0.40%
Ordinary 100p 550,000
B: Financial Instruments
Resulting situation after the triggering transaction (xii)
Type of Expiration Date Exercise/Conversion Number of voting rights % of voting rights
financial (xiii) Period/ Date (xiv) that may be acquired if the
instrument instrument is exercised/
converted.
n/a
Total (A+B)
Number of voting rights % of voting rights
578,725 8.10%
9. Chain of controlled undertakings through which the voting rights and/or
the financial instruments are effectively held, if applicable (xv):
n/a
Proxy Voting:
10. Name of the proxy holder:
n/a
11. Number of voting rights proxy holder will cease to hold:
n/a
12. Date on which proxy holder will cease to hold voting rights:
n/a
13. Additional information:
n/a
14. Contact name:
Joseph William Birkett
15. Contact telephone number:
01256 685 200 |
| 03/07/2007 |
NOTIFICATION OF MAJOR INTERESTS IN SHARES
RNS Number:6020Z Chelford Group PLC 03 July 2007
TR-1(i): NOTIFICATION OF MAJOR INTERESTS IN SHARES
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached (ii):
Chelford Group Plc
2. Reason for the notification (please state Yes/No): ( )
An acquisition or disposal of voting rights: (Yes)
An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached: (No)
An event changing the breakdown of voting rights: (No)
Other (please specify): (No)
3. Full name of person(s) subject to the notification obligation (iii):
Stephen Richard Lord
4. Full name of shareholder(s) (if different from 3.) (iv):
N/a
5. Date of the transaction (and date on which the threshold is crossed or
reached if different) (v):
03/07/07
6. Date on which issuer notified:
03/07/07
7. Threshold(s) that is/are crossed or reached:
10%
8. Notified details:
n/a
A: Voting rights attached to shares
Class/type of shares if possible Situation previous to the Triggering transaction (vi)
using the ISIN CODE
Number of shares Number of voting Rights (viii)
Ordinary 100p 753,375 753,375
Resulting situation after the triggering transaction (vii)
Class/type of shares if Number of shares Number of voting rights (ix) % of voting rights
possible using the ISIN CODE
Direct Direct (x) Indirect (xi) Direct Indirect
Ordinary 100p 763,375 763,375 - 10.69% -
B: Financial Instruments
Resulting situation after the triggering transaction (xii)
Type of Expiration Date Exercise/Conversion Number of voting rights % of voting rights
financial (xiii) Period/ Date (xiv) that may be acquired if the
instrument instrument is exercised/
converted.
n/a
Total (A+B)
Number of voting rights % of voting rights
763,375 10.69%
9. Chain of controlled undertakings through which the voting rights and/or
the financial instruments are effectively held, if applicable (xv):
n/a
Proxy Voting:
10. Name of the proxy holder:
n/a
11. Number of voting rights proxy holder will cease to hold:
n/a
12. Date on which proxy holder will cease to hold voting rights:
n/a
13. Additional information:
n/a
14. Contact name:
Stephen Richard Lord
15. Contact telephone number:
01256 685 200 |
| 03/07/2007 |
NOTIFICATION OF MAJOR INTERESTS IN SHARES
RNS Number:4869Z Chelford Group PLC 02 July 2007
TR-1(i): NOTIFICATION OF MAJOR INTERESTS IN SHARES
1. Identity of the issuer or the underlying issuer of existing shares to
which voting rights are attached (ii):
Chelford Group Plc
2. Reason for the notification (please state Yes/No): ( )
An acquisition or disposal of voting rights: (Yes)
An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached: (No)
An event changing the breakdown of voting rights: (No)
Other (please specify): (No)
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