Top Ten Holdings Plc News Announcement

Top Ten Holdings PLC - Statement re Possible Offer

RNS Number:7174B
Top Ten Holdings PLC
20 April 2006


20 April 2006

Top Ten Holdings Plc ('Top Ten' or 'the Company')

Top Ten notes the recent announcement by Talarius Plc. Top Ten confirms that it
continues to hold discussions with another party which may or may not lead to an
offer being made for Top Ten. Discussions are at this stage preliminary.

Shareholders will be kept informed of developments.

Enquiries:

Gary Clarence          Investec Investment Banking        020 7597 5197
James Wheatcroft       Investec Investment Banking        020 7597 5308

Matthew Smallwood       College Hill                      020 7457 2020


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 Top Ten, 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unconditional as to acceptances, lapses or is otherwise withdrawn or on which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 Top Ten, 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 Top Ten by Top Ten, or by any of its '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.

Disclosure in accordance with Rule 2.10 of the City Code:

In accordance with Rule 2.10 of the City Code, Top Ten confirms that it has in
issue and admitted to trading on the AIM market of the London Stock Exchange
25,324,469 ordinary shares of 20 pence each under the ISIN code GB00B0V90L66.


                      This information is provided by RNS
            The company news service from the London Stock Exchange

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