TIDMFCAP TIDMTTM
RNS Number : 5103G
finnCap Group PLC
15 November 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, 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.
THIS IS AN ANNOUNCEMENT 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. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE NOR
AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
15 November 2022
finnCap Group PLC
("finnCap" or the "Company")
Extension of deadline under Rule 2.6(c) of the Code
On 18 October 2022, the Company announced that it had received
indicative non-binding proposals from Panmure Gordon Group Limited
("Panmure Gordon") regarding a possible combination of the two
companies structured as the acquisition for cash of finnCap by
Panmure Gordon with the alternative for electing shareholders to
receive partial consideration in Panmure Gordon securities.
Panmure Gordon was previously required in accordance with Rule
2.6(a) of the City Code on Takeovers and Mergers (the "Code"), by
no later than 5.00 p.m. on 15 November 2022, either to announce a
firm intention to make an offer for finnCap or to announce that it
does not intend to make an offer for finnCap, in which case the
announcement will be treated as a statement to which Rule 2.8 of
the Code applies.
Discussions between the parties remain ongoing and, to allow
further time for these discussions to continue, in accordance with
Rule 2.6(c) of the Code, the Board has requested, and the Panel on
Takeovers and Mergers (the "Takeover Panel") has consented to, an
extension to the deadline by which Panmure Gordon is required
either to announce a firm intention to make an offer for finnCap in
accordance with Rule 2.7 of the Code or to announce that it does
not intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. Such
announcement must now be made by not later than 5.00 p.m. on 13
December 2022. This deadline can be further extended by the Board,
with the consent of the Takeover Panel in accordance with Rule
2.6(c) of the Code.
There can be no certainty either that an offer will be made nor
as to the terms of any offer, if made. A further announcement will
be made as and when appropriate.
The Company remains in an "offer period" in accordance with the
rules of the Code and the attention of shareholders is drawn to the
disclosure requirements of Rule 8 of the Code, which are summarised
below.
Enquiries:
Smith Square Partners LLP (Financial
adviser to finnCap)
Toby Rolls Tel: +44 (0)20
Paul Staples 3696 7260
Grant Thornton (Nominated Adviser) Tel: +44 (0) 20
7383 5100
Samantha Harrison
Hudson Sandler (PR Adviser to finnCap) Tel: +44 (0) 20
Dan de Belder 7796 4133
Rebekah Chapman
Nick Lyon
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014 (as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018). Upon publication of this announcement, this
inside information will be considered to be in the public domain.
The person responsible for arranging the release of this
announcement on behalf of the Company is Robert Lister,
Chairman.
Smith Square Partners LLP, 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.
Grant Thornton UK LLP is authorised and regulated in the United
Kingdom by the Financial Conduct Authority and is acting as
nominated adviser for the Company and no one else in connection
with the matters set out in this announcement and will not regard
any other person as its client in relation to the matters set out
in this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to clients
of Grant Thornton UK LLP or for providing advice in relation to any
matter referred to herein.
This announcement is not intended to, and does not, constitute
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 whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about and observe such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
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(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.
Website publication
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.finnCap.com by no later than
12 noon (London time) on 16 November 2022 (subject to applicable
access restrictions for persons resident in certain overseas
jurisdictions). The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Note
References to "Rules" are to the rules of the City Code on
Takeovers and Mergers. The terms "offeror", "offeree company",
"offer period", "interested" (and related variations), "relevant
securities", "deals" (and related variations) and "acting in
concert" all bear the same meanings given to them in the City Code
on Takeovers and Mergers.
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