Hornby PLC Response to Phoenix Offer Document (0788J)
26 June 2017 - 4:00PM
UK Regulatory
TIDMHRN
RNS Number : 0788J
Hornby PLC
26 June 2017
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OR
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
26 June 2017
Hornby plc
("Hornby" or the "Group")
Response to Publication of Offer Document by Phoenix UK Fund
Limited ("Phoenix UK Fund")
The Board of Hornby notes the announcement by Phoenix UK Fund on
Friday, 23 June that it has despatched an offer document to Hornby
shareholders in relation to a mandatory unconditional cash offer by
Phoenix UK Fund for the Hornby shares not already held by members
of the Phoenix Concert Party.
The Board considers that the mandatory cash offer of 32.375
pence per Hornby share significantly undervalues Hornby and its
future prospects. The Board also notes Phoenix UK Fund's belief
that Hornby should maintain its AIM Listing and its stated support
for maintaining a board of directors that complies with the QCA
Corporate Governance Code.
The Board will be writing to shareholders with its formal
response to the offer in due course. Shareholders are strongly
advised to take no action for the time being. Further announcements
will be made as and when appropriate.
Enquiries:
Hornby Plc 01843 233500
Steve Cooke, Chief Executive
David Mulligan, Group Finance Director
Numis Securities Limited 020 7260 1000
Oliver Cardigan (Nomad)
Stuart Ord
Paul Gillam
Tom Ballard
Capital Access Group 020 3763 3400
Scott Fulton
Important Notices Relating to Financial Adviser
Numis Securities Limited which is authorised and regulated by
the FCA is acting exclusively for Hornby plc and no-one else in
connection with the matters set out in this announcement and Numis
Securities Limited will not be responsible to anyone other than
Hornby plc for providing the protections afforded to its clients or
for providing advice in relation to any matter referred to
herein.
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.
Additional Information
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
Hornby's website at www.hornby.plc.uk and by no later than 12 noon
London time on 27 June 2017. The content of the website referred to
in this announcement is not incorporated into and does not form
part of this announcement.
Ends
This information is provided by RNS
The company news service from the London Stock Exchange
END
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