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Not for release, publication or distribution in whole or in part in, into or from any jurisdiction where it would be unlawful to do so.
FOR IMMEDIATE RELEASE
6 August 2008
1ST DENTAL LABORATORIES PLC (THE "COMPANY")
Response to recent share price movement
In response to the recent movement in the Company's share price, the Company's Board confirms that it has received an approach for cash at a price of not more than 8.5 pence per share and is currently in preliminary discussions which may or may not lead to an offer for the entire issued and to be issued share capital of the Company.
There can be no certainty that any offer will be made nor as to the terms of any such offer. Shareholders are advised to take no action at this time.
Pursuant to Note 7 to Rule 2.4 the Company notes that this announcement is made without the agreement or approval of the potential offeror.
Further announcements will be made as appropriate.
Pursuant to Rule 2.10 of the City Code, the Company announces that it has 42,017,444 ordinary shares of 10 pence each in issue (ISIN GB0031547002).
Enquiries:
1st Dental Laboratories PLC
Andrew Garner 01509 650111
Saffery Champness Corporate Finance Limited
Charles Simpson 0207 841 4000
The distribution of this announcement to jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Directors of the Company accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors, who have taken all reasonable care to ensure that such is the case, the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Saffery Champness Corporate Finance Limited, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting exclusively for the Company and no one else in connection with this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Saffery Champness Corporate Finance Limited or providing advice in relation to the contents of this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of the Company, 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 p.m. (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 the Company, 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 the potential offeror or of the Company by the potential offeror or the Company 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 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.