DRS Drs Data&Rsrch

TIDMDRS

RNS Number : 6174E

AQA EDUCATION

19 July 2016

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 OF SUCH JURISDICTION.

AQA Education

For immediate release

19 July 2016

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE.

AQA Education ("AQA")

Statement re: possible offer for DRS Data & Research Services plc ("DRS")

AQA notes the announcement by DRS earlier today, and is pleased to confirm that it is in talks with DRS regarding a possible cash offer for the whole of the issued and to be issued share capital of DRS.

This announcement does not constitute a firm intention to make an offer and accordingly, there can be no certainty that any offer will be made by AQA, nor as to the terms of any such offer. A further statement will be made as appropriate.

In the event that AQA does announce a firm intention to make an offer for DRS and then ultimately acquires DRS, AQA would intend for DRS to remain in its Milton Keynes base.

In accordance with Rule 2.4(c) of the Code, AQA must, pursuant to Rule 2.6(a) of the Code, by 5.00 pm on 16 August 2016, either announce a firm intention to make an offer for DRS under Rule 2.7 of the Code or announce that it does not intend to make an offer for DRS, unless the Panel on Takeovers and Mergers (the "Panel") has consented to an extension of the relevant deadline in accordance with Rule 2.6(c) of the Code (either of these a "Relevant Announcement"). If AQA announces that it does not intend to make an offer for DRS, AQA and any such person(s) acting in concert with it will, except with the consent of the Panel, be bound by the restrictions contained in Rule 2.8 of the Code from the date of such announcement.

The obligation to make a Relevant Announcement will cease to apply to AQA if another offeror announces, prior to the relevant deadline, a firm intention to make an offer for DRS. In such circumstances, AQA will be required to clarify its intentions in accordance with Rule 2.6(d) of the Code.

Enquiries

AQA Education

Andrew Hall, Chief Executive Officer

Mark Moulding, Head of PR and Media Relations

01483 556 288

KPMG LLP (financial adviser to AQA)

Helen Roxburgh

0113 231 3000

KPMG LLP, which is authorised and regulated by the Financial Conduct Authority for investment business activities, is acting exclusively as financial adviser to AQA and no one else in connection with the matters set out in this announcement. KPMG LLP will not be responsible to anyone other than AQA for providing the protections afforded to its clients or for providing advice in relation to the potential offer or any other matter referred to in this announcement or otherwise.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of DRS must make an Opening Position Disclosure following the commencement of the offer period. 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 DRS. An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30pm (London time) on the 10th business day following the commencement of the offer period. Relevant persons who deal in the relevant securities of DRS 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 DRS must make a Dealing Disclosure if the person deals in any relevant securities of DRS. 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 DRS, 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 3.30pm (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 DRS, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by DRS and by any offeror and Dealing Disclosures must also be made by DRS, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44(0)20 7638 0129.

The defined terms used in this section "Dealing disclosure requirements" are defined in the Code which can be found on the Panel's website.

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available at http://www.aqa.org.uk by 12 noon on 20 July 2016.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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