TIDMHRN
RNS Number : 0377J
Phoenix Asset Management Partners L
23 June 2017
ANNOUNCEMENT - FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE USA, CANADA, AUSTRALIA, JAPAN OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION
23 June 2017
MANDATORY UNCONDITIONAL CASH OFFER
by
PHOENIX UK FUND LTD
to acquire the entire issued share capital
of
HORNBY PLC
1. Posting of Offer Document in respect of Mandatory Unconditional Cash Offer
On 21 June 2017, Phoenix UK Fund Ltd ("Phoenix UK Fund")
announced that it would make a mandatory cash offer under Rule 9 of
the Takeover Code to acquire the entire issued and to be issued
share capital of Hornby plc ("Hornby") not already owned by it or
by parties acting in concert with it, at a price of 32.375 pence
per Hornby Share (the "Offer"). Phoenix UK Fund today confirms that
the acquisition of the Hornby Shares from New Pistoia Income
Limited has completed and that the offer is declared
unconditional.
Phoenix UK Fund announces that it is today posting to Hornby
Shareholders an offer document containing the full terms and
conditions of the Offer (the "Offer Document") together with a Form
of Acceptance (in respect of Hornby Shares held in certificated
form). The Offer Document and Form of Acceptance will also shortly
be available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on the website of Phoenix
Asset Management Partners Limited (www.phoenixassetmanagement.com)
and on the Hornby website (www.hornby.plc.uk).
2. Timetable and actions to be taken
The Offer will remain open for acceptance until 1:00 p.m.
(London time) on 14 July 2017.
Further details of the Offer and the action to be taken to
accept the Offer are set out in the Offer Document and the Form of
Acceptance.
If you hold your Hornby Shares in certificated form (that is,
not in CREST), to accept the Offer you must follow the procedure
set out in paragraph 12(a) of Part I of the Offer Document. In
particular, you must complete the enclosed Form of Acceptance in
accordance with the instructions printed on it and return the
completed Form of Acceptance (along with your share certificate(s)
and/or other documents of title) by post or by hand (during normal
business hours only) to the Receiving Agent at Capita Asset
Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU as soon as possible and, in any event, so
as to be received by no later than 1:00 p.m. (London time) on 14
July 2017. If you are posting in the UK, the enclosed reply-paid
envelope has been provided for your convenience.
If you hold your Hornby Shares in uncertificated form (that is,
in CREST), to accept the Offer you must follow the procedure set
out in paragraph 12(b) of Part I of the Offer Document. In
particular, you must ensure that the TTE Instruction settles as
soon as possible and in any event no later than 1:00 p.m. (London
time) on 14 July 2017. If you hold your Hornby Shares as a CREST
sponsored member, you should refer to your CREST sponsor as only
your CREST sponsor will be able to send the necessary TTE
Instruction to Euroclear.
If you are in any doubt as to the procedure for acceptance of
the Offer, please contact the Receiving Agent, Capita Asset
Services, on +44 (0)371 664 0321. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. The
helpline is open between 9:00 a.m. and 5:30 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that
Capita Asset Services cannot provide advice on the merits of the
Offer nor give any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
3. General
Capitalised terms used but not defined in this announcement have
the same meanings as given to them in the Offer Document.
This announcement should be read by Hornby Shareholders in
conjunction with the Offer Document.
Enquiries:
Phoenix UK Fund Ltd 020 8600
James Wilson 0100
Liberum Capital Limited (Financial
Adviser to Phoenix UK Fund) 020 3100
Neil Patel / Neil Elliot 2000
Maitland Consultancy Limited (Financial
PR Adviser to Phoenix UK Fund) 020 7379
William Clutterbuck 5151
Liberum, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for
Phoenix UK Fund and no one else in connection with the Offer and
will not be responsible to anyone other than Phoenix UK Fund 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.
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 Hornby in any
jurisdiction in contravention of applicable law. This announcement
does not constitute a prospectus or equivalent document. The Offer
will be made solely through the Offer Document, which contains the
full terms of the Offer, including details of how to accept the
Offer, and in the case of Hornby Shares held in certificated form,
the Form of Acceptance. Any acceptance or other response to the
Offer should be made only on the basis of the information contained
in the Offer Document and such Form of Acceptance (if applicable).
Hornby Shareholders are advised to read the Offer Document and Form
of Acceptance (if applicable) carefully, once they have been
dispatched, which Phoenix UK Fund expects to do shortly. 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 will not be 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 will it be
made directly or indirectly in or into Canada, Australia or Japan
and the Offer will not be 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, copies of this announcement, the
Offer Document and the Form of Acceptance are not being, will not
be and must not be mailed or otherwise forwarded, distributed or
sent in, into or from the USA, 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 USA, 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 members of the Phoenix
Concert Party and Hornby. 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. The statements contained in this announcement are
made as at the date of this announcement, unless some other time is
specified in relation to them, and publication of this announcement
shall not give rise to any implication that there has been no
change in the facts set forth in this announcement since such date.
Phoenix UK Fund and Hornby assume no obligation and do 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 Hornby Shareholders and other
relevant persons in connection with the receipt of communications
from Hornby may be provided to Phoenix UK Fund during the offer
period as required under Section 4 of Appendix 4 of the Takeover
Code.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. 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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. 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.
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 PAMP's website
(www.phoenixassetmanagement.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 Capita Asset Services on +44 (0)371 664 0321. 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 company news service from the London Stock Exchange
END
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