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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
This is an announcement falling under Rule 2.4 of the Takeover Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made.
12 February 2013
London Capital Group Holdings plc
("LCG", "London Capital Group" or the "Company")
Statement re: rise in LCG's share price
London Capital Group notes the recent rise in LCG's share price and announces that it has received preliminary approaches from Cantor Fitzgerald Europe ("Cantor"), GAIN Capital Holdings, Inc ("GAIN") and City Index Limited ("City Index") regarding a possible acquisition of the entire issued and to be issued share capital of LCG. There is no certainty that any of these approaches will lead to an offer being made for the Company.
Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Code") requires Cantor, GAIN and City Index by not later than 5.00 p.m. on 12 March 2013 (the "relevant deadline"), to either announce a firm intention to make an offer for LCG in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. The relevant deadline will only be extended with the consent of The Takeover Panel in accordance with Rule 2.6(c) of the Code.
Pursuant to Rule 2.10 of the Code the Company confirms that there are 53,185,908 ordinary shares of 10p in issue with International Securities Identification Number GB00B0RHGY93.
A further announcement will be made as appropriate.
A summary is set out below of the dealing disclosure requirements under the Takeover Code, which require action by holders of 1 per cent. or more of LCG's issued share capital.
In accordance with Rule 30.4 of the Code, a copy of this announcement will be available on the Company's website (www.londoncapitalgroup.com).
London Capital Group Holdings plc
Siobhan Moynihan, Group Finance Director
020 7456 7000
Cenkos Securities plc
Nicholas Wells/Camilla Hume
020 7397 8900
020 7360 4900
Disclosure requirements of the Code:
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of LCG or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) LCG and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of LCG or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of LCG or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of LCG or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) LCG and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of LCG or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by LCG and by any offeror and Dealing Disclosures must also be made by LCG, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
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