ClinPhone: Statement re: Share Price Movement
LONDON, Feb. 18, 2008-The Board of ClinPhone Plc ("ClinPhone" or
the "Company") notes the announcement [over the weekend/on Friday]
by PAREXEL International Corporation ("PAREXEL"). The Board of
ClinPhone confirms that it has received a preliminary approach from
PAREXEL regarding a possible offer for the Company. The Board
believes the indicated value materially undervalues the Company and
its prospects and the Board therefore rejected this approach.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, ClinPhone Plc confirms that it has 67,236,612 ordinary shares of 1 pence each in issue as at the close of business on 15 February 2008. The ISIN reference for these securities is GB00B0ZL4M73.
ClinPhone +44 (0) 115 955 7333
Edwin Moses, Chairman
Steve Kent, Chief Executive
Under the provisions of Rule 8.3 of the Takeover Code (the “Code”), if any person is, or becomes, “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” of the offeree company (ClinPhone 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 3.30 pm (London time) on the London 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the “offer period” otherwise ends.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 offeree 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 offeree company by the offeror or the offeree company, 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.
Posted: February 2008
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