TIDMAMR
RNS Number : 7361A
Hawk Investment Hldgs Ltd
24 December 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
24 December 2014:
MANdATORY Cash offer under rule 9 of the City Code to acquire
ORDINARY SHARES IN ARMOUR GROUP PLC To be made by Hawk Investment
Holdings Limited
1. Introduction
On 18 December 2014 Armour announced that Hawk and A.L.R ("Bob")
Morton, his sons, Edward Morton, Charles Morton, Robert Morton and
Andrew Morton together with Amy Morton (wife of Charles Morton),
Susan Morton, the Hawk Pension Fund, Groundlinks Limited, Retro
Grand Limited and Seraffina Holdings Limited (who are presumed to
be acting in concert with Hawk for the purposes of the City Code)
collectively hold 45,186,582 Armour Shares representing
approximately 46.56 per cent. of the voting rights in Armour.
Since the date of that announcement it has become apparent that
Mavis Morton held 50,000 Armour Shares and she should also be
treated as acting in concert with Hawk. Consequently, the Hawk
Concert Party holds an aggregate of 45,236,582 Armour Shares
representing approximately 46.61 per cent. of the voting rights in
Armour.
Under Rule 9 of the City Code, Hawk is required to make a
mandatory offer for the Armour Shares not already held by Hawk or
the other members of the Hawk Concert Party at a price of 4.75
pence per Armour Share in cash, being the highest price paid for
Armour Shares by any member of the Hawk Concert Party since a
waiver in respect of Rule 9 of the City Code was granted to Hawk
and persons then acting in concert with it on 23 February 2011.
Accordingly, Hawk now confirms that it will make such mandatory
offer through the despatch of the Offer Document and relevant form
of acceptance, both of which will be posted to Armour shareholders
(or made available electronically in accordance with the City Code)
as soon as practicable.
The definitions used in this announcement are contained in
Appendix II to this announcement.
2. The Offer
The Offer will be made on the terms set out below and in
Appendix I of this announcement and will be further subject to the
terms to be set out in the Offer Document and in the relevant form
of acceptance.
The offer will be made on the following basis:
for each Armour Share 4.75 pence in cash
The Offer will extend to all issued Armour Shares which are not
held by members of the Hawk Concert Party and any further Armour
Shares which are unconditionally allotted or issued and fully paid
before the Offer closes (including pursuant to the exercise of any
outstanding options over Armour Shares).
As the exercise prices of all of the outstanding options over
Armour Shares are considerably in excess of the Offer Price, Hawk
will not make an equivalent offer to the holders of such
options.
The Offer will remain open for acceptance, subject to the
provisions of Appendix I of this announcement and the terms of the
Offer Document, until 1.00 pm on the 21st day after the date of
publication of the Offer Document or (if that day is a Saturday,
Sunday or a public holiday) on the next succeeding business
day.
The Offer is conditional only upon Hawk having received
acceptances in respect of shares which, together with shares
acquired or agreed to be acquired before or during the Offer, will
result in Hawk and any person acting in concert with it holding
shares carrying more than 50 per cent of the voting rights then
normally exercisable at a general meeting of Armour. Full details
of the condition to which the Offer is subject and certain further
terms of the Offer are set out in Appendix I of this
Announcement.
The Offer values the total current issued share capital of
Armour (for the avoidance of doubt, excluding treasury shares) at
approximately GBP4.61 million.
3. Background to and reasons for the Offer
On 23 February 2011 shareholders of Armour voted to approve the
Waiver, granted by the Panel, of the obligation that would
otherwise have arisen on a concert party (then composed of Bob
Morton, Sue Morton, Hawk Pension Fund, Groundlinks Limited, Retro
Grand Limited, Seraffina Holdings Limited and Hawk) to make a
general offer to the shareholders of the Company pursuant to Rule 9
of the City Code as a result of the issue of shares to members of
that concert party pursuant to a placing of 28,571,429 new Armour
Shares at 7 pence per share to raise GBP2 million.
Subsequent to the grant and approval of the Waiver, sons of Bob
Morton, who had held no shares at the date of the Waiver, acquired
a total of 7,200,000 Armour Shares as set out below.
Individual Shares Percentage Date Shares Price Resultant
acquired holding acquired paid total
of Armour holding
Shares of Armour
Shares
Edward 5 August
Morton 1,800,000 1.85% 2011 2p 1,800,000
Charles 8 June
Morton 385,714 0.40% 2011 4.75p
5 August
1,414,286 1.46% 2011 2p 1,800,000
Andrew 5 August
Morton 1,800,000 1.85% 2011 2p 1,800,000
Robert 9 August
Morton 1,800,000 1.85% 2011 2p 1,800,000
============ ========== ===========
TOTAL 7,200,000 7.42%
Subsequent to these Acquisitions, Charles Morton transferred
900,000 Armour Shares to his wife, Amy Morton, such that they now
hold 900,000 Armour Shares each.
It has also recently become apparent that 50,000 Armour Shares
are held, and at the time of the Waiver referred to above were
held, by Mavis Morton, the widow of Bertram Walter George Morton,
late brother of Bob Morton. Mavis Morton inherited these shares
following the death of her husband.
Edward Morton, Charles Morton, Andrew Morton, Robert Morton, Amy
Morton and Mavis Morton are presumed to be acting in concert with
Hawk and the other members of the Hawk Concert Party for the
purposes of the City Code. Prior to the Acquisitions, the Hawk
Concert Party was interested in Armour Shares which in aggregate
carried not less than 30 per cent of the voting rights of Armour
but does not hold more than 50 per cent of such voting rights. The
Acquisitions increased the percentage of shares carrying voting
rights in which Hawk, together with persons acting in concert with
it, are interested.
Rule 9 of the City Code requires that where a shareholder,
together with persons acting in concert with him, has an interest
of not less than 30 per cent. but does not hold more than 50 per
cent. of a company's voting share capital, if he acquires an
interest in any further shares he is required to make a mandatory
cash offer for the entire issued share capital not already owned by
him and persons acting in concert with him. Following the
Acquisitions, and pursuant to Rule 9, Hawk is therefore required to
make an offer for all the Armour Shares not already owned by it or
by persons acting in concert with it.
4. Information on Armour
Armour is a UK-based public company whose shares are admitted to
trading on AIM.
Armour has recently divested of all trading activities and, as
detailed in the preliminary statement of 12 November 2014, has
substantially reduced its operating costs and become an investing
company as defined in the AIM Rules for Companies. Armour's
objective is to generate an attractive rate of return for
shareholders by taking advantage of opportunities. The Company is
seeking a transformational investment opportunity that offers the
potential for enhancing future shareholder capital growth and
income.
Armour's investing policy is set out in full in its circular to
shareholders dated 18 July 2014, which is available from its
website at http://www.armourgroup.uk.com/investor/rule26.php.
5. Information on Hawk and the other members of the Hawk Concert Party
Hawk
Hawk Investment Holdings Limited is a company wholly owned by
Mr. and Mrs. ALR Morton. The sole director of Hawk Investment
Holdings Limited is Anthony David Holt, with alternate director
Nicola Anne Chippendale. Hawk was incorporated under the laws of
Guernsey and has its registered office is at Newport House, 15, The
Grange, St. Peter Port, Guernsey, Channel Islands, GY1 2QL.
Hawk is an investment company investing in a range of both
quoted and unquoted companies.
Retro Grand Limited
Retro Grand Limited was incorporated on 8 March 2000 under the
laws of the British Virgin Islands with registered number 373821
and has its registered office at Craigmuir Chambers, Road Town,
Tortola, British Virgin Islands.
The shares in Retro Grand Limited are held by Morton PTC Limited
of Newport House, 15, The Grange, St. Peter Port, Guernsey, Channel
Islands, GY1 2QL as Trustee of The Edward Trust, being a trust for
the benefit of Edward Morton.
Retro Grand Limited's directors are Anthony David Holt and
Michael Brian Collins.
Retro Grand Limited is an investment company investing in a
range of both quoted and unquoted companies.
Groundlinks Limited
Groundlinks Limited was incorporated on 12 April 1999 under the
laws of the British Virgin Islands with registered number 319999
and has its registered office at Craigmuir Chambers, Road Town,
Tortola, British Virgin Islands.
The shares in Groundlinks Limited are held by Morton PTC Limited
of Newport House, 15, The Grange, St. Peter Port, Guernsey, Channel
Islands, GY1 2QL as Trustee of The Andrew Trust, being a trust for
the benefit of Andrew Morton.
Groundlinks Limited's directors are Anthony David Holt and
Michael Brian Collins.
Groundlinks Limited is an investment company investing in a
range of both quoted and unquoted companies.
Seraffina Holdings Limited
Seraffina Holdings Limited was incorporated on 24 March 2003
under the laws of the British Virgin Islands with registered number
538758 and has its registered office at Craigmuir Chambers, Road
Town, Tortola, British Virgin Islands.
The shares in Seraffina Holdings Limited are held by Morton PTC
Limited of Newport House, 15, The Grange, St. Peter Port, Guernsey,
Channel Islands, GY1 2QL as Trustee of The Charles Trust, being a
trust for the benefit of Charles Morton.
Seraffina Holdings Limited's directors are Anthony David Holt
and Michael Brian Collins.
Seraffina Holdings Limited is an investment company investing in
a range of both quoted and unquoted companies.
The Morton family
Bob Morton is Chairman of Armour Group plc. Mr Morton is a
serial entrepreneur with an established track record of investing
in UK quoted companies including AIM companies.
Susan Morton is the wife of Bob Morton.
Andrew Morton, Charles Morton, Edward Morton and Robert Morton
are the sons of Bob Morton
Amy Morton is the wife of Charles Morton and daughter-in-law of
Bob Morton
Mavis Morton is the widow of Bertram Walter George Morton, late
brother of Bob Morton.
6. Financing of the Offer
It is estimated that full acceptance of the Offer would require
payment by Hawk, under the terms of the Offer, of an amount of
GBP2.46 million in cash, which will be satisfied out of Hawk's
existing cash resources. Hub Capital Partners Limited of 80 Coleman
Street, London EC2R 5BJ is satisfied that the necessary financial
resources are available to Hawk to enable it to satisfy in full the
consideration payable by Hawk under the terms of the Offer.
7. Condition and further terms of the Offer
The Offer is conditional only upon Hawk having received
acceptances in respect of shares which, together with shares
acquired or agreed to be acquired before or during the Offer, will
result in Hawk and any person acting in concert with it holding
shares carrying more than 50 per cent of the voting rights then
normally exercisable at a general meeting of Armour. Full details
of the condition to which the Offer is subject and certain further
terms of the Offer are set out in Appendix I of this Announcement
and the detailed terms of the Offer will be set out in the Offer
Document.
8. Disclosure of interests in Armour
The interests of the Hawk Concert Party in relevant securities
of Armour are as follows:
Member of Hawk Concert Armour Percentage
Party Shares of Armour Shares
On 23 February 2011:
Bob Morton (direct
interest) 0.00%
Susan Morton 210,000 0.22%
Hawk Pension Fund 1,000,000 1.03%
Hawk Investment Holdings
Limited 29,018,397 29.90%
Groundlinks Limited 2,040,000 2.10%
Retro Grand Limited 2,040,000 2.10%
Seraffina Holdings
Limited 3,678,185 3.79%
Sub-Total 37,986,582 39.14%
Acquired since 23
February 2011:
Edward Morton 1,800,000 1.85%
Charles Morton 900,000 0.93%
Amy Morton 900,000 0.93%
Robert Morton 1,800,000 1.85%
Andrew Morton 1,800,000 1.85%
Sub-Total 45,186,582 46.56%
Additional member:
Mavis Morton 50,000 0.05%
TOTAL 45,236,582 46.61%
Save for the interests of the Hawk Concert Party described
above, neither Hawk nor any person acting in concert with Hawk has
any interest in, or right to subscribe for, any relevant securities
of Armour, or any short positions (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery.
Neither Hawk nor any of its associates has procured any
irrevocable commitment or letter of intent in respect of any
relevant securities of Armour.
Neither Hawk nor any person acting in concert with Hawk has
borrowed or lent any relevant securities of Armour (save for any
borrowed shares which have been either on-lent or sold).
There are no arrangements of the kind referred to in Note 6(b)
to Rule 8 of the City Code which exist between Hawk or any
associate of Hawk and any other person in relation to any relevant
securities of Armour.
Hawk confirms that it will make its Opening Position Disclosure
today, setting out the details required to be disclosed by it under
Rule 8.1(a) of the City Code.
For the purposes of this paragraph 8, the terms "acting in
concert", "associate", "interest" and "relevant securities" have
the same meanings as defined in the City Code.
9. Further details
The Offer Document, setting out full details of the Offer, and
the related form of acceptance will be published as soon as
practicable.
The Offer will not be made directly or indirectly in or into the
United States, Canada, Japan or Australia. Accordingly, copies of
this announcement are not being, and must not be, mailed or
otherwise distributed or sent in or into or from the United States,
Canada, Japan or Australia. The availability of the Offer to
persons outside the United Kingdom may be affected by the laws of
other jurisdictions. Such persons should inform themselves about
and observe any applicable requirements of those jurisdictions.
This announcement does not constitute, or form part of, an offer
or an invitation to purchase or sell Armour Shares or any other
securities.
There are no agreements or arrangements to which Hawk is a party
which relate to the circumstances in which it may or may not invoke
or seek to invoke a pre-condition or a condition to the Offer.
There are no inducement fees or similar arrangements between
Armour and Hawk or any member of the Hawk Concert Party.
10. Documents published on a website
The following document will be published on Armour's website at
http://www.armourgroup.uk.com in accordance with Rule 26.1 of the
City Code:
-- this announcement
In accordance with Rule 30.4 of the City Code, a copy of this
announcement will be made available free of charge (subject to any
applicable restrictions with respect to persons resident in
Restricted Jurisdictions) on the website of Armour at
http://www.armourgroup.uk.com by no later than 12 noon (London
time) on 29 December 2014. For the avoidance of doubt, the content
of this website is not incorporated by reference and does not form
part of this announcement.
11. Disclosure Requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested
in 1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. 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 each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. 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 each of
(i) the offeree company and (ii) any securities exchange offeror,
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 3.30 p.m. (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 an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
12. Press enquiries
On behalf of the Hawk Concert Party: +44 (0) 7797 751457
Bob Morton
On behalf of Hawk: +44 (0) 1481 724136
Anthony Holt
On behalf of Hub Capital Partners Limited - Financial Adviser to
Hawk: +44 (0) 20 7653 8740
David Davies
IMPORTANT NOTICE
Hub Capital Partners Limited is acting exclusively as financial
adviser to Hawk and no-one else in connection with the Offer and
other matters described in this announcement, and will not be
responsible to anyone other than Hawk for providing the protections
afforded to clients of Hub Capital Partners Limited or for
providing advice in relation to the Offer, the contents of this
announcement or any other matter referred to herein.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
contacting Capita Asset Services during business hours on 0871 664
0321 from within the UK or +44 02 8639 3399 if calling from outside
the UK or by writing to them at The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU. It is important that you note that unless
you make a request, a hard copy of this announcement and any such
information incorporated by reference in it will not be sent to
you. You may also request that all future documents, announcements
and information to be sent to you in relation to the Offer should
be in hard copy form.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER
TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY
BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS
AND CONDITIONS OF THE OFFER, AND IN THE CASE OF ARMOUR SHARES HELD
IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN
RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER DOCUMENT. SHAREHOLDERS ARE
ADVISED TO READ THE OFFER DOCUMENT CAREFULLY, ONCE IT HAS BEEN
DESPATCHED.
The availability of the Offer and the release, publication and
distribution of this announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person. Copies of this
announcement and any formal documentation relating to the Offer are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents
(including, without limitation, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send them in,
into or from any Restricted Jurisdiction.
This announcement has been prepared for the purpose of complying
with English law, the City Code and the AIM Rules and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom.
Appendix I
Condition and further terms of the Offer
1) The Offer will be subject to the following condition:
valid acceptances being received (and not, where permitted,
withdrawn) by no later than 1.00p.m. on the first closing date of
the Offer (or such later time(s) and/or date(s) as Hawk may, with
the consent of the Panel or in accordance with the City Code,
decide) in respect of Armour Shares which, together with Armour
Shares acquired or agreed to be acquired before such time(s), will
result in Hawk and any person acting in concert with it holding
Armour Shares carrying, in aggregate, more than 50 per cent. of the
voting rights then normally exercisable at a general meeting of
Armour, including (to the extent, if any, required by the Panel for
this purpose) any such voting rights attaching to any Armour Shares
that are unconditionally allotted or issued before the Offer
becomes or is declared unconditional as to acceptances, whether
pursuant to the exercise of any outstanding subscription or
conversion rights or otherwise; and for this purpose shares which
have been unconditionally allotted, whether pursuant to the
exercise of any outstanding conversion or subscription rights or
otherwise, shall be deemed to carry the voting rights which they
will carry upon issue.
2) The Offer will extend to all existing issued Armour Shares
(other than the Armour Shares held by members of the Hawk Concert
Party) and any further Armour Shares which are unconditionally
allotted or issued and fully paid before the Offer closes
(including pursuant to the exercise of any outstanding options over
Armour Shares).
3) The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
4) The Armour Shares which are the subject of the Offer will be
acquired, fully paid, free from all liens, charges, encumbrances,
rights of pre-emption and any other third party rights of any
nature whatsoever and together with all rights now or hereafter
attaching thereto, including the right to receive and retain in
full all dividends and other distributions, if any, declared, made
or paid after the date hereof.
5) The Offer will comply with the rules of AIM and the
provisions of the City Code. The Offer and any acceptances under it
will be governed by English law and be subject to the jurisdiction
of the courts of England.
Appendix II
Definitions
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Acquisitions" The acquisition of a total
of 7,200,000 Armour Shares
by Edward Morton, Charles Morton,
Andrew Morton and Robert Morton
as further set out in paragraph
3 of this announcement;
"AIM" the AIM Market of London Stock
Exchange plc;
"AIM Rules for the AIM Rules for Companies
Companies" published by London Stock Exchange
plc governing admission to,
and the operation of, AIM;
"Armour" Armour Group plc registered
in England and Wales under
registered number 00803572;
"Armour Shares" the existing issued or unconditionally
allotted and paid (or credited
as fully paid) ordinary shares
of 1 pence each in the capital
of Armour and any further shares
which are unconditionally allotted
or issued fully paid (or credited
as fully paid) on or prior
to the date on which the Offer
closes (excluding, for the
avoidance of doubt, treasury
shares);
"Canada" Canada, its provinces, territories
and all areas subject to its
jurisdiction and any political
sub-division thereof;
"City Code" the City Code on Takeovers
and Mergers;
"concert party" has the same definition as
or "acting in in the City Code;
concert"
"Hawk" Hawk Investment Holdings Limited,
a company incorporated in Guernsey
with company number 44994;
"Hawk Concert together, Hawk, Bob Morton,
Party" Edward Morton, Charles Morton,
Robert Morton, Andrew Morton,
Amy Morton, Mavis Morton, Susan
Morton, Hawk Pension Fund,
Groundlinks Limited, Retro
Grand Limited and Seraffina
Holdings Limited;
"Japan" Japan, its cities, prefectures,
territories and possessions;
"London Stock the London Stock Exchange Plc;
Exchange"
"Offer" the mandatory cash offer by
Hawk to acquire the Armour
Shares not held by the Hawk
Concert Party on the terms
to be set out in the Offer
Document including, where the
context requires, any subsequent
revision, variation, extension
or renewal of such offer;
"Offer Document" the formal document to be sent
to Armour shareholders setting
out the full terms of the Offer;
"Offer Price" 4.75 pence per Armour Share;
"Panel" the Panel on Takeovers and
Mergers;
"United Kingdom" the United Kingdom of Great
or "UK" Britain and Northern Ireland;
"United States" the United States of America,
its territories or possessions,
any state of the United States
of America, the District of
Columbia and all other areas
subject to its jurisdiction;
and
"Waiver" a waiver, granted by the Panel
and approved by shareholders
of Armour on 23 February 2011,
of the obligation that would
otherwise have arisen on Hawk
and persons then acting in
concert with it (which then
included Bob Morton, Sue Morton,
Hawk Pension Fund, Groundlinks
Limited, Retro Grand Limited
and Seraffina Holdings Limited)
to make a general offer to
the shareholders of Armour
pursuant to Rule 9 of the City
Code as a result of the issue
of shares to members of that
concert party pursuant to a
placing of 28,571,429 new Armour
Shares at 7 pence per share
to raise GBP2 million.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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