Northgate Annoucement - 12th December 2007 |
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RNS 12-Dec-2007 - [Stock Exchange Announcements] The Board of Northgate Information Solutions plc announces that it has received an approach which may or may not lead to an offer NOT FOR RELEASE IN OR INTO ANY JURISDICTION WHERE TO DO SO MIGHT VIOLATE THE LAWS OF SUCH JURISDICTION 12 December 2007 FOR IMMEDIATE RELEASE Statement regarding possible offer and debt facilities clarification
In addition, Northgate has noted inaccurate market commentary concerning its debt facilities. Committed facilities amount to £513m and the group’s net debt stood at £416m at 31st October 2007. These committed facilities provide the Group with around £100m of head room for working capital and acquisitions over the remaining 4.5 years of the current facility. The company is trading comfortably within its covenants. Within these committed facilities are two covenant tests. The first test relates to the ratio of net bank debt to earnings before interest, tax, depreciation and amortisation (“EBITDA”) and the second test relates to EBITDA as a ratio of bank interest payable. The former is calculated on a pro forma basis, utilising a full twelve months of trading for any businesses acquired in the previous year, whilst the latter ratio uses statutory reported results. Both covenant tests are based on the Group’s accounting policies as agreed with its banking partners. In accordance with Rule 2.10 of The City Code on Takeovers and Mergers (the ‘Code’), Northgate confirms, that it has 582,447,418 ordinary shares of 10 pence each in issue and admitted to trading on the London Stock Exchange under ISIN code GB0005583728.
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” of Northgate, all “dealings” in any “relevant securities” of Northgate (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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the “offer period” otherwise ends.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 Northgate, 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 Northgate by the offeror or Northgate, 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 http://www.thetakeoverpanel.org.uk/new/. “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: Northgate Information Solutions plc
N M Rothschild & Sons Limited is acting for Northgate and no one else in connection with the possible Offer and will not be responsible to anyone other than Northgate for providing the protections afforded to clients of N M Rothschild & Sons Limited or for providing advice in relation to the possible Offer. |
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