Cluff Gold plc
TSX : CFG
AIM : CLF

Cluff Gold plc

April 30, 2010 10:08 ET

Cluff Gold Plc: Total Voting Rights

LONDON, UNITED KINGDOM--(Marketwire - April 30, 2010) - Cluff Gold Plc ("Cluff Gold" or the "Company") (TSX:CFG)(AIM:CLF) - 

For the purposes of the FSA's Disclosure and Transparency Rules, the total number of ordinary shares of 1p each in the capital of the Company in issue as at the date of this notice is 122,765,595 with each share carrying the right to one vote.

There are no shares held in treasury.

Therefore, the total number of voting rights in the Company is 122,765,595.

The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure and Transparency Rules.    

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 Gold, 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 Gold, 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 Gold by Cluff Gold, or by the potential offer ors, 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.

Contact Information

  • Cluff Gold plc
    Catherine Apthorpe
    Commercial Manager
    +44 (0) 20 7340 9790
    or
    Pelham Bell Pottinger
    Charles Vivian
    Investor Relations (Global)
    +44 (0) 20 7337 1500
    or
    Pelham Bell Pottinger
    Klara Kaczmarek
    Investor Relations (Global)
    +44 (0) 20 7337 1500
    or
    Evolution Securities Limited
    Rob Collins
    +44 (0) 20 7071 4300
    or
    Evolution Securities Limited
    Tim Redfern
    +44 (0) 20 7071 4300
    or
    Farm Street Communications Ltd
    Simon Robinson
    Press Relations (U.K.)
    +44 (0) 7593 340 107
    simon.robinson@farmstreetmedia.com