LONDON, England, Feb. 19 /CNW/ - In response to the movement in its share price, Cluff Gold plc ("Cluff") confirms that it has received an approach regarding a possible offer for Cluff from a third party. Discussions are at a very early stage and there can be no certainty that these could lead to an offer for Cluff.
A further announcement will be made when appropriate.
In accordance with Rule 2.10 of The City Code on Takeovers and Mergers, Cluff announces that, as at the close of business on 18 February 2010, its issued share capital consisted of 122,465,595 ordinary shares of 1 pence each.
The International Securities Identification Number for Cluff's ordinary shares is GB00B04M1L91.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Cluff, 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 Cluff, 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 Cluff by Cluff, or by the potential offerors, 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.
"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.
SOURCE CLUFF GOLD PLC
For further information: For further information: Cluff Gold plc: JG Cluff, Chairman and Chief Executive, Catherine Apthorpe, Commercial Manager, Tel: +44 (0) 20 7340 9790; Evolution Securities Limited: Rob Collins, Tim Redfern, Neil Elliot, Tel: +44 (0) 20 7071 4300; Farm Street Communications Ltd: Investor Relations (U.K.), Simon Robinson, +44 (0) 20 7099 2212, firstname.lastname@example.org; The Equicom Group: Investor Relations (Canada), Joanna Longo, (416) 815-0700 ext 233, email@example.com