Extension of firm offer deadline (3982C)

TIDMCBRA

RNS Number : 3982C

Cobra Holdings PLC

01 May 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION

COBRA Holdings PLC

Extension of deadline for firm offer announcement

For immediate release

1 May 2012

Further to its announcement of 3 April 2012, the Board of COBRA Holdings PLC ("COBRA") announces that COBRA is continuing to co-operate with two potential offerors who are conducting pre-offer investigations with due diligence. The potential offerors are Towergate Partnershipco Limited, a member of the Towergate Insurance Group ("Towergate") and Alto Intermediary Group Limited, a company formed by Stephen Burrows, the Chief Executive of COBRA ("Alto").

Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Takeover Code"), required the named potential offerors, by not later than 5.00 p.m. on 1 May 2012 (the "relevant deadline"), either to announce a firm intention to make an offer for COBRA in accordance with Rule 2.7 of the Takeover Code or to 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 Takeover Code applies.

Towergate and Alto are currently undertaking due diligence investigations with respect to COBRA. In order to enable them to complete their respective due diligence investigations, Fairfax I.S. PLC, acting for COBRA, sought the Takeover Panel's consent for the extension of the relevant deadline. This consent has been given and the new relevant deadline is 5.00pm on 28 May 2012. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Takeover Code.

There can be no certainty that any offer will be made for the Company. A further announcement will be made when 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 COBRA's issued share capital.

Enquiries

COBRA Holdings PLC

David Stanley Tel: 020 7204 0014

Fairfax I.S. PLC Nominated Adviser

David Floyd Tel: 020 7598 5368

Disclosure requirements of the Takeover Code (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 an offeree company 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) the offeree company 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 the offeree company 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 the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company 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) the offeree company 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 pm (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 an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.2.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, 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.

Further Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer will be made solely by certain offer documentation which, if published, will contain the full terms and conditions of any offer, including details of how it may be accepted.

This announcement has been prepared in accordance with English law and the Takeover Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

This announcement will be available on COBRA's website http://www.cobraholdings.co.uk/News-Filter.html as soon as practicable in accordance with AIM Rule 26.

The persons responsible for this announcement are the directors of COBRA.

COBRA is being advised by Fairfax I.S. PLC ("Fairfax") which is acting for COBRA and no-one else in relation to the possible offer. Fairfax 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 nor for providing advice to any other person relating to the possible offer.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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