(WGN.L) Wogen PLC Buy/Sell

RNS Number : 7176T Wogen PLC 11 June 2009

FOR IMMEDIATE RELEASE

11 June 2009

Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction

Possible Offer for Wogen plc ("Possible Offer")

Wogen plc ("Wogen" or the "Company") today announces that it has received an initial approach regarding a possible offer from a management team comprising the Executive Directors of the Company and Colin Williams (the "Management Team") in respect of the issued share capital of the Company not currently owned by the Management Team, certain other employees and connected persons and which, if made, will be priced at 36 pence cash per Wogen ordinary share.

The Company has accordingly established a committee of the independent directors, led by the Chairman, Michael Hutchinson, (the "Independent Committee"). The Independent Committee is in discussions with the Management Team which may or may not lead to an offer being made for the Company.

The Management Team is being led by Damian Brousse and it controls approximately 61 per cent of the current issued share capital of the Company. This announcement has been made with the consent of the Management Team.

The Independent Committee emphasises that there can be no certainty as to the outcome of these discussions. A further announcement will be made in due course.

Number of Relevant Securities in Issue:

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the 'Code'), the Company's issued share capital consists of 44,905,000 ordinary shares with a nominal value of 5 pence each ('Ordinary Shares'), each share having equal voting rights.

The ISIN number of the Ordinary Shares is GB00B0LMC209

ENQUIRIES:

Canaccord Adams (Rule 3 adviser) Tel: +44 (0)20 7050 6500

Simon Bridges

Henry Fitzgerald-O'Connor

Corfin Communications Ltd Tel: +44 (0)20 7977 0020

Harry Chathli

Victoria Ward

Canaccord Adams Limited ("Canaccord Adams"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Wogen and no one else in connection with the Possible Offer and will not be responsible for anyone other than Wogen for providing the protections afforded to clients of Canaccord Adams or for providing advice in relation to the Possible Offer, or any matter referred to herein.

Dealing disclosures requirements:

Under the provisions of Rule 8.3 of the Code, if any person is or becomes 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of the Company, all 'dealings' in any 'relevant securities' of the Company by such person (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed to a Regulatory Information Service and the Panel on Takeovers and Mergers ('Panel') by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which, if the offer is made by way of a scheme, the scheme becomes effective, lapses or is withdrawn or the date 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 the Company, 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 the Company, by the Company, or by any of it's respective 'associates', must also be disclosed by no later than 12.00 noon(London time) on the 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 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 'relevant 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, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel by telephone (+44 (0) 20 7638 0129) or by fax (+44 (0) 20 7236 7013).

END

This information is provided by RNS The company news service from the London Stock Exchange

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