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ArgentVive plc ("ArgentVive" or the "Company") Statement regarding potential offer
29 February 2008
The board of ArgentVive, comprising the directors of ArgentVive except Charles Denton, Deputy Chairman (the "Board"), announces that it has received a request from Mr Denton, to allow him to explore the possibility of making an offer for the entire issued share capital of the Company.
The Board understands that, in seeking to make an offer for the Company, it is Mr Denton's objective and intention to take the Company private.
The Board has considered this request and has given permission to Mr Denton to explore this possibility further.
The Board confirms that no offer has been received at this stage and that there can be no certainty that any offer will be forthcoming.
IAF Securities Limited has today resigned as joint broker to the Company and will be acting for Mr Denton in connection with any offer.
Further information will be provided to shareholders in due course.
Enquiries:
ArgentVive plc Tel: 01932 569912
Kevin Fleming
Charles Stanley Securities Tel: 020 7149 6000
Nominated Adviser Russell Cook / Carl Holmes
College Hill Tel: 020 7457 2020
Kate Rock
Charles Stanley Securities, which is regulated in the United Kingdom by the Financial Services Authority, is acting for ArgentVive and no one else in connection with the Offer and will not be responsible to anyone other than ArgentVive for providing the protections afforded to clients of Charles Stanley Securities or for providing advice in relation to the offer.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
Dealing Disclosure Requirements
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 per cent. or more of any class of 'relevant securities' of ArgentVive, all 'dealings' in any 'relevant securities' of the 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 ArgentVive, 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 ArgentVive by the offeror or ArgentVive, 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.