TIDMBON
RNS Number : 7059D
Spectre Holdings Limited
27 June 2019
27 June 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
MANDATORY UNCONDITIONAL CASH OFFER
by
Spectre Holdings Limited ("Spectre")
to acquire the entire issued share capital
of
Bonmarché Holdings plc ("Bonmarché")
CLOSING OF OFFER
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").
On 16 May 2019, Spectre announced that the Offer would remain
open for acceptance until further notice, and that not less than 14
calendar days' notice will be given before the closing of the
Offer.
Capitalised terms used in this announcement, unless otherwise
defined, have the same meanings as set out in the Offer Document
issued by Spectre on 25 April 2019.
Spectre's response to Bonmarché trading update dated 26 June
2019
Spectre has reviewed the announcement made by Bonmarché on 26
June 2019 giving the Bonmarché board's updated guidance on the
company's trading performance and the board's change in
recommendation in relation to the Offer. While Spectre welcomes the
Bonmarché board's recommendation that Bonmarché Shareholders now
accept the Offer, Spectre wishes today to announce its updated
position.
Spectre notes the Bonmarché board's comments that trading for
the company has been poor and that there is a significant degree of
uncertainty attached to the company achieving its financial
targets. Spectre further notes the Bonmarché board's comments that
the risks for the business going forward are heavily weighted
towards the downside and that the current clothing market is not
following the patterns of previous years.
Since the announcement of the Offer, Spectre has believed that
Bonmarché needs to reduce its cost base to a sustainable level and
that a detailed review should be conducted of a number of elements
of its business, including completing a store-by-store
profitability assessment.
Spectre believes the Bonmarché board's latest trading update is
a validation of Spectre's view, expressed in the announcement of
the Offer on 2 April 2019, that these reforms were needed urgently
at that time. On 16 May 2019 Spectre further expressed concern that
the Bonmarché board's newly announced cost-cutting strategy was not
sufficient to return Bonmarché to profitability.
In light of the Bonmarché board's latest trading update, Spectre
now believes that the passage of time, and a further decline in the
performance of Bonmarché, has eroded Spectre's ability to provide
the advice, guidance and support needed to secure the long-term
future of the Bonmarché business, its stores and employees.
Spectre is especially concerned by the suggestion that PwC,
Bonmarché's auditor, may shortly express uncertainty about the
company's ability to continue as a going concern in its FY19
accounts.
Spectre also notes Bonmarché's comments that the company has
adequate liquidity only insofar as its bank continues to support it
with a GBP5 million overdraft and other facilities. Against a
background of negative trading updates and declining financial
performance, Spectre is concerned Bonmarché may soon no longer have
facilities available to it.
In light of this information, Spectre believes it is now forced
to close the Offer. In accordance with the announcement made on 16
May 2019, Spectre must give not less than 14 calendar days' notice
before closing the Offer. As a result, the Offer will close at
5.00p.m. on 12 July 2019.
The Offer, which remains subject to the terms set out in the
Offer Document and, in respect of certificated Bonmarché Shares,
the Form of Acceptance, will remain open for acceptance until that
time.
Although Spectre is closing the Offer, Spectre expects the
Bonmarché board to keep Bonmarché Shareholders updated on ongoing
trading and on the outlook for the full year.
De-listing
If Spectre has:
(a) by virtue of its shareholding and acceptances of the Offer,
increased its aggregate shareholding to not less than 75 per cent.
of the share capital of Bonmarché and
(b) obtained acceptances of the Offer or acquired or agreed to
acquire Bonmarché Shares (excluding the 26,213,390 Bonmarché Shares
acquired by Spectre on 2 April 2019) from Bonmarché Shareholders
that represent a majority of the voting rights held by Bonmarché
Shareholders on 2 April 2019 (excluding the 26,213,390 Bonmarché
Shares acquired by Spectre on 2 April 2019),
and subject to any applicable requirements of the Listing Rules,
Spectre intends to procure that Bonmarché applies for the
cancellation of the listing of Bonmarché Shares on the Official
List of the UK Listing Authority and for the cancellation of
trading of Bonmarché Shares on the Main Market of the London Stock
Exchange. It is anticipated that such cancellations will take
effect no earlier than 20 Business Days after Spectre has obtained
the relevant shareholding and acceptances referred to in (a) and
(b) above.
Enquiries:
Zeus Capital Limited
(Financial Adviser to Spectre)
+44 (0) 161 831 1512
Tremayne Ducker
Nick Cowles
A copy of this announcement will be available at
www.spectredxb.com. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
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.
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
OUPBSGDLSBDBGCR
(END) Dow Jones Newswires
June 27, 2019 10:17 ET (14:17 GMT)
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