TIDMBON
RNS Number : 8985D
Spectre Holdings Limited
28 June 2019
28 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")
Posting of circular in respect of the closing of the Offer
On 27 June 2019, Spectre issued an announcement concerning the
closing of its unconditional mandatory cash offer under Rule 9 of
the Takeover Code to acquire the entire issued and to be issued
share capital of Bonmarché.
Spectre announces that it has today posted to Bonmarché
Shareholders a circular comprising notice that the Offer will close
at 5.00p.m. on 12 July 2019 together with a further copy of the
Form of Acceptance (in respect of Bonmarché Shares held in
certificated form). The circular and Form of Acceptance are also
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Spectre's website
(www.spectredxb.com).
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.
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.
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
OUPFPMATMBMTBML
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