CBRA Cobra

TIDMCBRA

RNS Number : 5658G

Cobra Holdings PLC

29 June 2012

Press release

COBRA Holdings PLC

Cancellation of trading of COBRA Shares on AIM

For immediate release

29 June 2012

It was announced today that the Independent Directors of COBRA Holdings PLC (the "Company" or "COBRA") recommend shareholders to accept an offer to be made by Alto Intermediary Group Limited ("Alto") for the entire issued and to be issued share capital of the Company (the "Offer").

The Company has notified the London Stock Exchange pursuant to Rule 41 of the AIM Rules of its intention to cancel the admission of the Company's ordinary shares of 25 pence each (the "COBRA Shares") to trading on AIM (the "AIM Cancellation").

The AIM Cancellation is subject to holders of the COBRA Shares ("Shareholders") approval at a general meeting of the Company ("General Meeting") unless Alto declares the Offer unconditional with over 75% acceptances.

The offer document to be sent to Shareholders within the next 28 days will contain a notice of General Meeting of COBRA which will include a resolution to approve the AIM Cancellation. That resolution will be conditional on 75% of the votes cast being in favour of it.

Timing of AIM Cancellation

If the Offer is declared unconditional with 75% or more acceptances, the cancellation will be effective 5 business days after that occurs but not before 30 July 2012. If the Offer lapses, but the resolution to approve the AIM Cancellation is passed, the cancellation will be effective 5 business days after the passing of the resolution but not before 30 July 2012.

COBRA has therefore separately notified the London Stock Exchange of its preferred date for the cancellation of the admission of COBRA Shares to trading on AIM, being 30 July 2012, subject to the Offer having been declared unconditional as to acceptances on or before 20 July 2012.

Reasons for the AIM Cancellation

COBRA Shares have been admitted to trading on AIM since 5 July 2007. If Alto becomes COBRA's holding company as a result of the Offer becoming unconditional, it is Alto's desire that the AIM Cancellation is effected in order to save costs. The directors of COBRA (the "Board") have also undertaken a review of the costs and benefits of the COBRA Shares continuing to be traded on AIM, and have concluded that the AIM Cancellation should proceed regardless of the outcome of the Offer.

As part of the AIM Cancellation it is proposed that the chairman and other non executive directors shall resign and COBRA's contract with its Nominated Adviser and Broker will be terminated. .

Following the AIM Cancellation and the implementation of the measures described above the Company will no longer be subject to the AIM Rules for Companies and, accordingly, it will not be required to retain a nominated adviser or to comply with the requirements of AIM in relation to annual accounts, half-yearly reports or the disclosure of price-sensitive information nor will it comply with public company corporate governance practices.

Shareholders should note that following the AIM Cancellation, the Company will remain subject to the Takeover Code for a period of 10 years from the effective date of cancellation of the admission of the Shares to trading on AIM. Accordingly, Shareholders will continue to receive the protections afforded by the Takeover Code.

Transactions in COBRA Shares following the AIM Cancellation

The Board is aware that the AIM Cancellation will restrict the ability of Shareholders to realise their shareholdings, as there will be no market facility for dealing in the COBRA Shares and no price will be publicly quoted for the COBRA Shares.

Enquiries

COBRA Holdings PLC

David Stanley Tel: 020 7204 0014

Fairfax I.S. PLC Nominated Adviser

David Floyd, Simon Bennett Tel: 020 7598 5368

This information is provided by RNS

The company news service from the London Stock Exchange

END

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