Investor Relations - RNS Announcements
Company : SubSea Resources PLC
TIDM : SUB
Headline : Re: Approaches
Released : 07:04 02-Oct-07
Number : 9371E
Tuesday 2nd October 2007
SubSea Resources PLC
('SubSea' or 'the Company')
SubSea Resources plc (the "Company") announces that it has received approaches regarding a possible change of control arising from a placing of new ordinary shares of the Company, or sale of the business of the Company. One of the approaches received by the Company also contemplates the possibility of an offer for the entire issued share capital of the Company.
These discussions have only been very preliminary and a further announcement will be made in due course as appropriate.
Number of Relevant Securities in Issue:
In accordance with Rule 2.10 of the Takeover Code ("the Code") the Company confirms that its issued share capital consists of 355,586,541 ordinary shares with a nominal value of 1 pence each ("Ordinary Shares"), each share having equal voting rights, together with 210,118,201 deferred shares of 4 pence each ("Deferred Shares"). The Company does not hold any Ordinary Shares in treasury and therefore the total number of Ordinary Shares with voting rights is 355,586,541.
The Company has 26,761,568 warrants (the "Warrants") (exercisable at 40p and valid between 5 November 2005 and 5 November 2010).
The Ordinary Shares and the Warrants are admitted to trading on AIM under the following UK ISIN codes:-
Ordinary Shares: GB00B03CKQ88
Warrants: GB00B03CKT10
For further information please contact:
Enquiries:
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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 by no later than 3.30 p.m. (London time) on the business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends.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 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 a potential offeror or by the Company, or by any of their respective 'associates' (within the meaning of the Code), must 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 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).
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