TIDMBON
RNS Number : 4692Z
Bonmarche Holdings PLC
17 May 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
17 May 2019
Bonmarché Holdings plc
("Bonmarché" or the "Group")
Response to announcement by Spectre Holdings Limited
Bonmarché notes the announcement made by Spectre Holdings
Limited ("Spectre"), an entity wholly-owned by Mr. Philip Day,
yesterday that it has received acceptances in respect of 159,581
Bonmarché shares in response to its unconditional mandatory cash
offer (the "Offer"). This represents approximately 0.31 per cent.
of the existing issued share capital of Bonmarché.
Accordingly, when combined with Spectre's existing holding of
26,213,390 Bonmarché shares, this totals 26,372,971 Bonmarché
shares that are either owned or for which valid acceptances have so
far been received by Spectre, representing, in aggregate,
approximately 52.72 per cent. of the existing issued share capital
of Bonmarché.
Bonmarché also notes that the Offer will remain open for
acceptances until further notice.
The Board of Bonmarché continues to implement the cost reduction
programme, which was already under review prior to Spectre's first
announcement on 2 April 2019, and continues to believe that this
programme should result in the improved operational and financial
performance of the business.
As set out in its response circular dated 7 May 2019, the
Directors of Bonmarché look forward to working with Spectre on the
future plans for the business as well as having the opportunity to
discuss with Spectre its existing plans for the business, including
the cost reduction programme. The Board of Bonmarché has offered
Philip Day, being the 100 per cent. owner of Spectre, the
opportunity to meet and discuss the future plans of the business as
his input would be valued. To date, Mr Day has not chosen to take
up this offer, although we hope that he may do so in the near
future.
The Bonmarché Directors continue to recommend that you should
take no action in relation to the Offer and that you should not
sign any document which Spectre or its advisers send to you.
Bonmarché currently expects to release its results for the 52
week period ended 30 March 2019 on Friday 26 July 2019.
For further information regarding Bonmarché, please call:
Bonmarché Holdings plc c/o FTI +44 (0)20
Helen Connolly, Chief Executive 3727 1000
Stephen Alldridge, Finance Director
Investec Bank plc
David Flin
Alex Wright +44 (0)20 7597 5970
FTI Consulting - Communications adviser
Jonathon Brill
Eleanor Purdon
Fiona Walker +44 (0)20 3727 1000
A copy of this announcement will be available at
www.bonmarcheplc.co.uk. The content of the website referred to in
this announcement is not incorporated into and does not form part
of this announcement.
Investec Bank plc ("Investec") is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation
Authority. Investec is acting exclusively for the Group and no one
else in connection with the matters set out in this announcement.
In connection with such matters, Investec will not regard any other
person other than the Group as their client, nor will Investec be
responsible to anyone other than the Group for providing the
protections afforded to clients of Investec or for providing advice
in relation to the contents of this announcement or any other
matter referred to in this announcement.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 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(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 3.30 pm (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.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.bonmarcheplc.co.uk by no
later than 12 noon (London time) on the Business Day following the
date of this announcement. The content of the website referred to
in this announcement is not incorporated into and does not form
part of this announcement.
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
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