Gladstone Announcements

RNS Number : 9347I Gladstone PLC 25 November 2008  
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.  

Press Release  
25 November 2008

Gladstone plc

("Gladstone" or the "Company")

Clarification statement regarding press comments

The Board of Gladstone notes the press articles that appeared yesterday quoting Dr Said Ziai, Chairman and CEO of Gladstone, as follows:

"The board has had an overwhelming majority of shareholders indicating to us that they fully recognise the offer is opportunistic, and they are not going to accept it."

The Board of Gladstone retracts the statement as it contravenes Note 2 of Rule 19.3 of the Takeover Code.  Statements about the level of support from shareholders or other persons must not be made unless their up-to-date intentions have been clearly stated and can be appropriately verified. This will normally include the shareholder or other person confirming its support in writing to the relevant party to the offer or its adviser and that confirmation being provided to the Panel.  The above statement cannot be verified in such a manner and is therefore retracted.

As stated in the announcement released by Gladstone yesterday in response to Constellation's extension of its Offer and as previously announced by the Company on 14 November 2008, Gladstone has received letters of intent not to accept the Offer from Gladstone Shareholders representing approximately 21.2 per cent of Gladstone's Voting Share Capital (representing approximately 29.78 per cent of the Gladstone Shares to which the Offer relates).  Each Gladstone Shareholder who has provided a letter of intent has confirmed that it remains his intention not to accept the Offer.

In Constellation's announcement of 24 November 2008 in which it announced the level of acceptances received as at 1 p.m. on 21 November 2008, being the first closing date of the Offer, it stated that it owned or had received valid acceptances in respect of a total of 38.97 per cent of Gladstone's existing issued share capital.   Constellation also stated that the acceptances received represented 14.23 per cent of Gladstone Shares to which the Offer relates (representing 10.13 per cent of Gladstone's Voting Share Capital). This means that Shareholders holding over 85 per cent of the Gladstone Shares to which the Offer relates (representing over 61 per cent of Gladstone's Voting Share Capital) had not accepted the Offer as at 1 p.m. on 21 November 2008.
         
Unless otherwise stated, terms defined in the Defence Circular, posted to Shareholders on 14 November 2008, have the same meaning in this announcement.
    
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For further information:    
Gladstone plc

Dr. Said Ziai, Chairman and Chief Executive
Tel: +44 (0) 1491 201010

www.gladstoneplc.com

Financial Adviser and Nominated Adviser to Gladstone:

Grant Thornton UK LLP

Charles Cattaneo
 Tel: +44 (0) 7774 276 512
Ian Stanway
Tel: +44 (0) 121 232 5193
Gerry Beaney
Tel: +44 (0) 20 7728 2589

Broker to Gladstone:

Fairfax I.S. PLC

Adam Hart / Laura Littley
Tel: +44 (0)20 7598 5368

Media enquiries: 
Abchurch Communications Limited

Chris Lane / Monique Tsang / Jack Ballantyne
Tel: +44 (0) 20 7398 7714
jack.ballantyne@abchurch-group.com
www.abchurch-group.com
Grant Thornton UK LLP is regulated by the Financial Services Authority and is acting exclusively for Gladstone and no one else in connection with the Offer. Grant Thornton UK LLP will not regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of Grant Thornton UK LLP nor for providing advice in relation to the Offer.

Fairfax I.S. PLC is regulated by the Financial Services Authority and is acting exclusively for Gladstone and no one else in connection with the Offer. Fairfax I.S. PLC will not regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of Fairfax I.S. PLC nor for providing advice in relation to the Offer.

The Gladstone Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Gladstone Directors (who have taken all reasonable care to ensure such is the case), the information contained in this announcement is in accordance with the facts and does not affect the import of such information.

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 Gladstone, all "dealings" in any "relevant securities" of Gladstone (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 Gladstone 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 Gladstone by Gladstone or Constellation, 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 Takeover 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 Takeover Panel.

Notes to Editors 

Gladstone's innovative software products and services, currently targeted at the global health and leisure and education markets, are used daily by thousands of front line staff, managers, end users and students.

Gladstone is a market leader in the provision of member relationship management solutions for a wide range of health and leisure organisations including trusts, leisure centres, and major private leisure chains and is established as the de facto standard for UK local authorities. The Company enables all its clients in both public and private sectors to utilise central database facilities for central and cross-site on-line bookings, Customer Relationship Management ("CRM") and membership management, centralisation of administration, marketing and reporting.

The Company also provides a wide range of integrated systems and software-based solutions for the rapidly expanding Education Facilities Management Solutions ("EFMS") market across the entire spectrum of educational establishments and is a key supplier to the UK Government's Building Schools for the Future ("BSF") initiative.

Gladstone is focused on extending its solutions capabilities, which enable its clients to maximise resource usage, retain customers and improve operational performance, thereby making cost efficiencies, into new vertical and geographic markets aligned with its growth strategy.

The Company's current solutions include the comprehensive Plus2TM product suite which incorporates advanced functionality including web-based remote booking, advanced analysis and the use of kiosks, as well as Gladstone OnRecordTM which serves the education industry with e-registration, biometric and smart card recognition, cashless payment systems, extensive information portals, libraries usage and access control.

Based in Oxfordshire, the Company has sales offices in Glasgow, Dublin (Ireland) and Sydney (Australia), in addition to development facilities in Sonderborg (Denmark) and Karachi (Pakistan).

For further information, visit www.gladstoneplc.com

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