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 OR REGULATIONS OF
THAT JURISDICTION
THIS IS AN
ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF
A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND
THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS
TO THE TERMS ON WHICH ANY OFFER WILL BE MADE
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE
RELEASE
10th
April 2024
Centaur Media Plc
("Centaur Media Plc" or the
"Company")
Response to
media speculation
The Centaur Media Plc board of directors (the
"Board") notes the recent
media speculation in the Centaur Media Plc share price and confirms
it has received a highly preliminary expression of interest
from Waterland Private Equity Investments
B.V. ("Waterland") in relation to the proposed
acquisition of the entire issued, and to be issued, share capital
of the Company.
Shareholders are advised that there can be no
certainty that any offer will be made, nor as to the terms of any
offer. The Board remains confident in the Company's growth strategy
and its ability to maintain a competitive edge within the markets
it operates.
In accordance with Rule 2.6(a) of the Code, the
Company announces that, by no later than 5.00 pm on 8th
May 2024, being 28 days after the date of this announcement,
Waterland must either announce a firm
intention to make an offer for the Company under Rule 2.7 of the
Code or announce that it does not intend to make an offer for the
Company, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline
will only be extended with the consent of the Takeover Panel in
accordance with Rule 2.6(c) of the Code.
A further announcement will be made when
appropriate.
The person responsible for arranging release of
this announcement on behalf of the Company is Helen Silver, Company
Secretary.
Enquiries:
Centaur Media
Plc
+44 (0) 20 7970 4212
Swag Mukerji (CEO)
Simon Longfield (CFO)
Rothschild
&
Co
+44 (0) 20 7280 5000
Stuart Vincent
Joe Barnett
Notice related
to financial adviser
N.M. Rothschild & Sons Limited
("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for the
Company and for no one else in connection with the subject matter
of this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for providing advice in connection with the subject
matter of this announcement.
Inside
Information
The information contained within this
announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulation (EU)
no. 596/2014 (as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018). On the publication of this
announcement via a Regulatory Information Service, this inside
information is now considered to be in the public
domain.
Disclosure
requirements of 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,
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 (subject to certain
restrictions relating to persons resident in restricted
jurisdictions) at
https://disclaimer.centaurmedia.com/ 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.
Rule 2.4
information
It has not been practicable for
Waterland to make enquiries of all
persons acting in concert with it prior to the date of this
announcement in order to confirm whether dealings in ordinary
shares of the Company by such persons give rise to a requirement
under Rule 6 or Rule 11 of the Code for Waterland, if it were to make an offer, to offer
any minimum level, or particular form, of consideration. To the
extent any relevant dealings are identified following such
enquiries, details shall be announced as soon as practicable and in
any event by no later than the deadline for Waterland's Opening Position Disclosure under Rule
8.1 of the Code. This statement has been included with the consent
of Waterland.
Rule 2.9
Disclosure
In accordance with Rule 2.9 of the Code, the
Company confirms that as at 10th April 2024 its issued
share capital consisted of 151,410,226 ordinary shares of 10 pence
each, including 4,550,179 treasury shares. The International
Securities Identification Number for the Company's ordinary shares
is GB0034291418.
Additional
Information
This announcement is not intended to, and does
not, constitute an offer or form part of any offer, invitation or
the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant
to this announcement or otherwise. Any offer, if made, will be made
solely by certain offer documentation which will contain the full
terms and conditions of any offer, including details of how it may
be accepted. The distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of the Company who are not resident in the United
Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of the
Company who are not resident in the United Kingdom will need to
inform themselves about, and observe any applicable requirements.
Failure to comply with any applicable requirements may constitute a
violation of the securities laws of such other relevant
jurisdictions.