RNS Number:1919B
Proximagen Neuroscience Plc
31 July 2007
STATEMENT RE: POSSIBLE OFFER
Proximagen Neuroscience plc ("Proximagen" or "the Company") notes today's press
speculation and announces that it has been approached by a number of parties who
have expressed an interest in acquiring the Company.
These approaches are at a relatively early stage and there is no certainty that
any of them will result in a formal offer.
Enquiries:
Proximagen Neuroscience plc
Kenneth Mulvany, CEO 020 7848 6938
KBC Peel Hunt Ltd
Capel Irwin 020 7418 8900
Matt Goode
SUMMARY OF THE PROVISIONS OF RULE 8
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% or more of
any class of "relevant securities" of Proximagen Neuroscience 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declared, unconditional as to acceptances, lapses or is otherwise withdrawn or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 Proximagen Neuroscience 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 Proximagen Neuroscience plc by Proximagen Neuroscience plc, or by
any of its 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.
Disclosure in accordance with Rule 2.10 of the City Code:
In accordance with Rule 2.10 of the City Code, the Company confirms that it has
in issue and admitted to trading on the market operated by London Stock Exchange
plc for listed securities 20,046,122 ordinary shares of 1p each under the ISIN
code GB00B06FMX57.
END
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