ImageState Press Release: Could you help
From: "Monica Hart" <monicah@imagestate.co.uk>Date: April 11, 2006 10:00:41 AM PDT
To: "Cathy Aron" <execdirector@pacaoffice.org>
Subject: Could you help
Imagestate plc (“Imagestate” or the “Company”) Suspension of Trading on AIM
The Company has today requested that the trading of its ordinary shares on AIM be suspended pending clarification of the Company’s financial position.
Following discussions with its largest shareholder and principal provider of capital, the Directors of the Company have resolved to seek purchasers for all or part of the business. There can be no certainty however that any offer will be forthcoming. Shareholders will be kept informed of further developments in due course.
The Company confirms it has 2,138,543,089 ordinary shares of 0.1 pence in issue with ISIN GB0001263606 in accordance with Rule 2.10 of the City Code.
10 April 2006
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the “Code”), if any person is, or becomes, “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” of Imagestate (the offeree company), 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the “offer period” otherwise ends.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 Imagestate, 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 Imagestate 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 http://www.thetakeoverpanel.org.uk.
If there is any way of highlighting this to people at PACA and directing them to me if they are interested, that would be great as I am keen to tie this up as soon as possible. Here are my details:
Monica Hart
Chief Operating Officer
imagestate™
t: +44 (0) 20 7734 7344
f: +44 (0) 20 7434 0673
w: imagestate.com
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