TIDMBON
RNS Number : 3225Z
Spectre Holdings Limited
16 May 2019
16 May 2019
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN
OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD
NOT MAKE ANY INVESTMENT DECISION IN RELATION TO BONMARCHÉ SHARES
EXCEPT ON THE BASIS OF THE INFORMATION IN THE OFFER DOCUMENT.
MANDATORY UNCONDITIONAL CASH OFFER
by
Spectre Holdings Limited ("Spectre")
to acquire the entire issued share capital
of
Bonmarché Holdings plc ("Bonmarché")
FIRST CLOSING DATE ANNOUNCEMENT AND RESPONSE TO BONMARCHÉ
CIRCULAR
On 2 April 2019, Spectre announced, pursuant to Rule 2.7 of the
Takeover Code, that it had unconditionally acquired 26,213,390
Bonmarché Shares and as a result was required under Rule 9 of the
Takeover Code to make a mandatory unconditional cash offer for the
issued and to be issued share capital of Bonmarché not already held
by Spectre and persons acting in concert with it (the "Offer"). The
full terms of the Offer, together with the procedures for
acceptance of the Offer, were set out in the Offer Document issued
by Spectre on 25 April 2019 (the "Offer Document"), and in respect
of certificated Bonmarché Shares, the accompanying Form of
Acceptance. The Offer was made on an unconditional basis, including
as to acceptances.
Capitalised terms used in this announcement, unless otherwise
defined, have the same meanings as set out in the Offer
Document.
Spectre's response to the Bonmarché response circular dated 7
May 2019
Spectre has reviewed the circular sent by the board of Bonmarché
to Bonmarché Shareholders on 7 May 2019. Spectre will keep its
Offer to Bonmarche shareholders open until further notice, allowing
any Bonmarché Shareholder to accept the Offer if they decide to.
Spectre will now take a step back and see if the Bonmarché board
can deliver on the plans and strategy it has set out.
At this point in time, Spectre does not believe these plans will
deliver value for Bonmarché Shareholders in the medium term.
In particular, Spectre would like to highlight the following
points;
- In the Offer Document Spectre stated "...in light of the
recent trading performance and the loss-making position of
Bonmarché, Spectre's current intention is to reduce the cost base
to a sustainable level whilst minimising the impact on operational
performance."
Spectre notes the cost saving strategy set out by the Bonmarché
board, which conveniently followed Spectre's views in the Offer
Document and announcement of the Offer under Rule 2.7 of the
Takeover Code. Spectre will monitor this carefully and the
performance of the Bonmarché business. Unfortunately, Spectre does
not believe the cost saving plan announced by the Bonmarché board
will be sufficient to return Bonmarché to profitability.
Spectre expects the Bonmarché board to keep shareholders updated
on progress with the cost saving strategy.
- Spectre notes the Bonmarché board's view that trading in the
new financial year has been in line with their expectations.
Spectre expects Bonmarché Shareholders to be kept updated on
current trading and for the Bonmarché board to keep Bonmarché
Shareholders updated on the outlook for the full year
- Spectre re-confirms it is unwilling to support proposals for
any dividend payments for the foreseeable future in order to
rebuild the cash reserves of the Bonmarché business back to
historical levels and to ensure it is not reliant on bank debt.
- Spectre also does not feel it is appropriate for Bonmarché to
take on additional bank debt in light of its recent trading
performance and continuing challenging market conditions.
- Spectre looks forward to the Bonmarché board keeping Bonmarché
Shareholders updated on delivering their strategy for improved
operational and financial performance for Bonmarché. Spectre
believes the Bonmarché board now needs to demonstrate what they are
doing is working and they are delivering on their plans. Spectre
will continue to monitor the progress being made and the overall
performance of Bonmarché.
Level of acceptances
Spectre announces that as at 1.00 p.m. on 16 May 2019, being the
first closing date of the Offer, it had received valid acceptances
under the Offer in respect of 159,581 Bonmarché Shares,
representing approximately 0.31 per cent. of the existing issued
ordinary share capital of Bonmarché. So far as Spectre is aware, no
acceptances have been received from persons acting in concert with
Spectre or in respect of shares which were subject to an
irrevocable commitment or a letter of intent procured by Spectre or
any person acting in concert with Spectre.
Accordingly, by virtue of such acceptances and the Bonmarché
Shares already owned by Spectre, as at 1.00 p.m. on 16 May 2019,
Spectre has acquired or agreed to acquire, whether pursuant to the
Offer or otherwise, 26,372,971 Bonmarché Shares, representing
approximately 52.72 per cent. of the existing issued ordinary share
capital of Bonmarché.
The percentages specified in this announcement are based on a
current issued share capital of 50,018,150 Bonmarché Shares.
The Offer, which remains subject to the terms set out in the
Offer Document, will remain open for acceptance until further
notice.
Not less than 14 calendar days' notice will be given before the
closing of the Offer by or on behalf of Spectre to those Bonmarché
Shareholders who have not accepted the Offer.
Settlement
Settlement of the consideration to which any Bonmarché
Shareholder is entitled under the Offer will be despatched (in the
manner set out in, and subject to the provisions of, paragraph 13
of Part I of the Offer Document) to validly accepting Bonmarché
Shareholders or credited to CREST accounts as appropriate in the
case of acceptances received prior to 1.00 p.m. on 16 May 2019, no
later than 30 May 2019, or in the case of acceptances received,
valid and complete in all respects, after 1.00 p.m. on 16 May 2019
but while the Offer remains open for acceptance, within 14 days of
such receipt.
If you hold your Bonmarché Shares in certificated form (that is,
not in CREST), and wish to accept the Offer, the Form of Acceptance
(enclosed with the Offer Document) must be completed and returned,
together with the relevant share certificate(s) and/or other
documents of title, by post to Computershare Investor Services PLC,
Corporate Actions Projects, Bristol, BS99 6AH or by hand (during
normal business hours only) to Computershare Investor Services PLC
at The Pavilions, Bridgwater Road, Bristol, BS13 8AE as soon as
possible.
If your Bonmarché Shares are held in uncertificated form (that
is, in CREST), acceptances should be made electronically through
CREST so that the TTE Instruction settles as soon as possible by
following the procedure set out in paragraph 12(b) of Part I of the
Offer Document. If you are a CREST sponsored member, you should
refer to your CREST sponsor as only your sponsor will be able to
send the necessary TTE Instruction to Euroclear.
Interests in Bonmarché Shares
Save for the interests of Spectre described under "Level of
acceptances" above, as at the date of this announcement, neither
Spectre, nor any directors of Spectre, nor, so far as Spectre is
aware, any person acting in concert with Spectre:
(a) owns or controls any Bonmarché Shares or any securities
convertible or exchangeable into Bonmarché Shares (including
pursuant to any long exposure, whether conditional or absolute, to
changes in the prices of securities) or any rights to subscribe for
or purchase the same, or holds any options (including traded
options) in respect of, or has any option to acquire, any Bonmarché
Shares or has entered into any derivatives referenced to Bonmarché
Shares ("Relevant Bonmarché Shares") which remain outstanding;
(b) has borrowed or lent any Relevant Bonmarché Shares (save for
any borrowed Relevant Bonmarché Shares which have been either
on-lent or sold); or
(c) has procured any irrevocable commitment or letter of intent
in respect of any Relevant Bonmarché Shares.
Enquiries:
Zeus Capital Limited
(Financial Adviser to Spectre)
+44 (0) 161 831 1512
Tremayne Ducker
Nick Cowles
Zeus Capital, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Spectre and no one else in connection with the Offer and will
not be responsible to anyone other than Spectre for providing the
protections afforded to its clients, nor for providing advice in
relation to the Offer or in relation to the contents of this
announcement or any transaction or arrangement referred to in this
announcement.
The directors of Spectre and Philip Day accept responsibility
for the information contained in this announcement. To the best of
their knowledge and belief (having taken all reasonable care to
ensure that such is the case), the information contained in this
announcement (other than any information relating to Bonmarché,
Bonmarché's directors or their immediate families, related trusts
and connected persons) for which they are responsible is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
This announcement is not intended to and does not constitute, or
form any part of, an offer or an invitation to purchase any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise, nor shall there be
any sale, issuance or transfer of securities of Bonmarché in any
jurisdiction in contravention of applicable law. This announcement
does not constitute a prospectus or equivalent document. The Offer
is made solely through the Offer Document, which contains the full
terms of the Offer, including details of how to accept the Offer.
Any acceptance or other response to the Offer should be made only
on the basis of the information contained in the Offer Document.
The laws of relevant jurisdictions may affect the availability of
the Offer to persons not resident in the United Kingdom. Persons
who are not resident in the United Kingdom, or who are subject to
the laws of any jurisdiction other than the United Kingdom, should
inform themselves about and observe any applicable legal and
regulatory requirements. The Offer Document is available for public
inspection and is also available on the website of Spectre
(www.spectredxb.com).
Unless otherwise determined by Spectre and permitted by
applicable law and regulation, the Offer is not being made,
directly or indirectly, in or into the United States or by use of
the mails of, or by any means (including, without limitation,
facsimile or other electronic transmission, telex or telephone) or
instrumentality of inter-state or foreign commerce of, or any
facility of, a national, state or other securities exchange of, the
United States, nor is it being made directly or indirectly in or
into Canada, Australia or Japan and the Offer is not capable of
acceptance by any such use, means, instrumentality or facility or
from within the United States, Canada, Australia or Japan or any
other such jurisdiction if to do so would constitute a violation of
the relevant laws of such jurisdiction. Accordingly, unless
otherwise determined by Spectre and permitted by applicable law and
regulation, copies of this announcement are not being, will not be
and must not be mailed or otherwise forwarded, distributed or sent
in, into or from the United States, Canada, Australia or Japan or
any other such jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction and persons
receiving this announcement (including without limitation
custodians, nominees and trustees) must not mail, forward,
distribute or send them in, into or from the United States, Canada,
Australia or Japan or any other such jurisdiction if to do so would
constitute a violation of the relevant laws of such
jurisdiction.
This announcement, including information included or
incorporated by reference in this announcement, may contain
"forward-looking statements" concerning Spectre and Bonmarché. All
statements other than statements of historical fact may be
forward-looking statements. Generally, the words "will", "may",
"should", "continue", "believes", "expects", "intends",
"anticipates" or similar expressions identify forward-looking
statements. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. Many of
these risks and uncertainties relate to factors that are beyond the
companies' abilities to control or estimate precisely, such as
future market conditions and the behaviours of other market
participants, and therefore undue reliance should not be placed on
such statements, which speak only as of the date of this
announcement. Spectre assumes no obligation and does not intend to
update these forward-looking statements, except as required
pursuant to applicable law.
Please be aware that addresses, electronic addresses and certain
other information provided by Bonmarché Shareholders and other
relevant persons in connection with the receipt of communications
from Bonmarché may be provided to Spectre during the offer period
as required under Section 4 of Appendix 4 of the Takeover Code.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. 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 3.30pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30pm (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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. 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(s), 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 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.
Publication on Website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement together with all information incorporated into
this announcement by reference to another source will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Spectre's website (www.spectredxb.com)
by no later than 12 noon (London time) on the Business Day
following the publication of this announcement. For the avoidance
of doubt, the contents of the website are not incorporated by
reference and do not form part of this announcement.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
calling Zeus Capital on +44 (0) 161 831 1512. 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 information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPCKADDPBKDFPD
(END) Dow Jones Newswires
May 16, 2019 11:30 ET (15:30 GMT)
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