TIDMNAH
RNS Number : 6496F
NAHL Group PLC
18 November 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF THAT JURISDICTION.
THIS DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND ACCORDINGLY THERE CAN BE NO CERTAINTY THAT
ANY OFFER WILL BE MADE OR AS TO THE TERMS OF ANY SUCH OFFER.
FOR IMMEDIATE RELEASE.
18 November 2020
NAHL Group plc
("NAHL" or the "Company")
PUSU extension
On 23 September 2020, NAHL announced that it had received a
preliminary approach from Frenkel Topping Group plc ("Frenkel
Topping") setting out a proposal for an all-share combination
through the acquisition of NAHL's entire issued and to be issued
share capital (the "Proposed Combination").
Alongside a takeover of NAHL for the purposes of the Code, the
Proposed Combination would represent a reverse takeover of Frenkel
Topping under the AIM Rules for Companies and, therefore, the
completion of a formal offer would be conditional, amongst other
things, on the approval of Frenkel Topping shareholders at a
general meeting.
Discussions with Frenkel Topping regarding a possible offer for
the Company remain ongoing and the companies are continuing a
process of mutual due diligence.
To allow further time for these discussions, and in accordance
with Rule 2.6(c) of the Code, the Company has requested, and the
Takeover Panel has consented to, an extension to the date by which
Frenkel Topping is required either to announce a firm intention to
make an offer for NAHL 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 5.00pm on 16 December 2020. This deadline can be
extended by the board of NAHL, with the consent of the Takeover
Panel, in accordance with Rule 2.6(c) of the Code.
There can be no certainty that a formal offer will be made.
Further announcements will be made as appropriate.
For further information please contact:
NAHL Group plc via FTI Consulting
Tim Aspinall (Chair) Tel: +44 (0) 20
James Saralis (CFO) 3727 1000
Peel Hunt LLP (Financial Adviser, Nomad & Tel: +44 (0) 20
Broker) 7418 8890
Michael Nicholson
Miles Cox
Ed Allsopp
FTI Consulting (Financial PR) Tel: +44 (0) 20
Alex Beagley 3727 1000
James Styles
Sam Macpherson
Important notice
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for NAHL and for no one else in connection with the
matters referred to in this announcement and will not be
responsible to anyone other than NAHL for providing the protections
afforded to clients of Peel Hunt or for providing advice in
relation to the contents of, or matters referred to in, this
announcement.
Additional information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any 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. Any offer (if made) will be made
solely by certain offer documentation which will contain the full
terms and conditions of any offer (if made), including details of
how such offer may be accepted. This announcement has been prepared
in accordance with English law and the Code, and information
disclosed may not be the same as that which would have been
prepared in accordance with laws outside of the United Kingdom. The
release, distribution or publication of this announcement in
jurisdictions outside of the United Kingdom may be restricted by
laws of the relevant jurisdictions, and therefore persons into
whose possession this announcement comes should inform themselves
about, and observe, any such restrictions. Any failure to comply
with the restrictions may constitute a violation of the securities
law of any such jurisdiction.
Nothing in this announcement is or should be relied on as a
promise or representation to the future.
This announcement includes certain statements, estimates and
projections provided by the Company in relation to the Company's
anticipated future performance. Such statements, estimates and
projections are based on various assumptions made by the Company
concerning anticipated results which may or may not prove to be
correct. No representations or warranties are made by any person as
to the accuracy of such statements, estimates or projections.
Rule 26.1
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on NAHL's website at
www.NAHLgroupplc.co.uk (subject to certain restrictions relating to
persons resident in restricted jurisdictions). The content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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 disclose 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 p.m. (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.
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END
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