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 such
jurisdiction.
26 January
2024
Recommended Cash OFFER FOR
SCS GROUP PLC
BY
CEREZZOLA
LIMITED
(a wholly-owned subsidiary of
Poltronesofà S.p.A)
Court sanction of the
Scheme
On 24 October 2023, the boards of
Cerezzola Limited ("BidCo"), a newly incorporated
wholly-owned subsidiary of Poltronesofà S.p.A ("Poltronesofà"), and ScS Group Plc ("ScS") announced that they had reached agreement on the terms of a
recommended cash offer by BidCo to acquire the entire issued and to
be issued ordinary share capital of ScS (the "Acquisition"). The Acquisition is being
implemented by means of a court sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").
The circular in relation to the
Scheme, including the notices convening the Court Meeting and the
General Meeting in connection with the Acquisition, was published
on 29 November 2023 (the "Scheme
Document"). Capitalised terms used
in this announcement shall, unless otherwise defined, have the same
meanings as set out in the Scheme Document.
On 21 December 2023, ScS announced
that the Scheme was approved by the requisite majority of Scheme
Shareholders at the Court Meeting and the Resolution in connection
with the implementation of the Scheme was passed by the requisite
majority of ScS Shareholders at the General Meeting.
Further to the announcement made on 9
January 2024 in relation to the satisfaction of key Conditions and
update on the Scheme timetable, the ScS Board is pleased to
announce that the Court has today issued the Court Order
sanctioning the Scheme under section 899 of the Companies Act 2006
pursuant to which the Acquisition is being implemented.
Admission of new ScS Shares
In order to satisfy the conditional
exercise by the holders of options and/or vesting of the Awards
granted under the ScS Share Schemes, ScS will issue 1,493,731 new
ScS Shares (the "New
Shares") to Apex Group Fiduciary Services Limited as a
trustee of the EBT.
Applications have been made to the
Financial Conduct Authority for the 1,493,731 New Shares to be
admitted to the Official List and to the London Stock Exchange for
the New Shares to be admitted to trading on the Main Market at 8.00
a.m. on 29 January 2024.
Next
steps and timetable
The Scheme remains conditional on
the delivery of a copy of the Court Order to the Registrar of
Companies, which is expected to occur on 30 January
2024.
ScS confirms that the Scheme Record
Time will be 6.00 p.m. on 29 January 2024. Scheme Shareholders on
the register of members of ScS at the Scheme Record Time will, upon
the Scheme becoming Effective, be entitled to receive 270 pence in
cash for each Scheme Share held.
Applications have been made for the
suspension of: (i) trading in ScS Shares on the London Stock
Exchange's Main Market; and (ii) the listing of ScS Shares on the
premium listing segment of the Official List of the Financial
Conduct Authority and such suspensions are expected to take effect
from 7.30 a.m. on 30 January 2024. With effect from, or as soon as
practicable after the Effective Date, share certificates in respect
of ScS Shares will cease to be valid and entitlements to ScS Shares
held within CREST will be cancelled.
Applications have been made in
relation to the de-listing of ScS Shares from the premium segment
of the Official List of the Financial Conduct Authority and the
cancellation of the admission to trading of ScS Shares on the Main
Market. It is expected that, subject to the Scheme becoming
Effective, these applications will take effect by 8.00 a.m. on 31
January 2024.
Further announcements will be made
when the Scheme becomes Effective and when the admission to trading
of ScS Shares to the Main Market has been cancelled.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
a)
|
Name
|
Steve Carson
|
2
|
Reason for
Notification
|
a)
|
Position/status
|
Chief Executive Officer
|
b)
|
Initial notification/Amendment
|
Initial notification
|
3
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
a)
|
Name
|
ScS Group plc
|
b)
|
LEI
|
213800LOXNVJIB4C7B98
|
4
|
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type
of instrument
Identification code
|
Ordinary shares of 0.1 pence each in
ScS Group plc
GB00BRF0TJ56
|
b)
|
Nature of the transaction
|
Exercise of Share Options
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Nil
|
572,752
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not applicable - single transaction
|
e)
|
Date of the transaction
|
26 January 2024
|
f)
|
Place of the transaction
|
Outside a trading venue
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
a)
|
Name
|
Chris Muir
|
2
|
Reason for
Notification
|
a)
|
Position/status
|
Executive Director
|
b)
|
Initial notification/Amendment
|
Initial notification
|
3
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
a)
|
Name
|
ScS Group plc
|
b)
|
LEI
|
213800LOXNVJIB4C7B98
|
4
|
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type
of instrument
Identification code
|
Ordinary shares of 0.1 pence each in
ScS Group plc
GB00BRF0TJ56
|
b)
|
Nature of the transaction
|
Exercise of Share Options
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Nil
|
458,202
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not applicable - single transaction
|
e)
|
Date of the transaction
|
26 January 2024
|
f)
|
Place of the transaction
|
Outside a trading venue
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
a)
|
Name
|
Marie Liston
|
2
|
Reason for
Notification
|
a)
|
Position/status
|
Corporate Services Director
|
b)
|
Initial notification/Amendment
|
Initial notification
|
3
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
a)
|
Name
|
ScS Group plc
|
b)
|
LEI
|
213800LOXNVJIB4C7B98
|
4
|
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type
of instrument
Identification code
|
Ordinary shares of 0.1 pence each in
ScS Group plc
GB00BRF0TJ56
|
b)
|
Nature of the transaction
|
Exercise of Share Options
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Nil
|
107,391
|
£1.75
|
4,880
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not applicable - single transaction
|
e)
|
Date of the transaction
|
26 January 2024
|
f)
|
Place of the transaction
|
Outside a trading venue
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
a)
|
Name
|
James Heese
|
2
|
Reason for
Notification
|
a)
|
Position/status
|
Commercial Director
|
b)
|
Initial notification/Amendment
|
Initial notification
|
3
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
a)
|
Name
|
ScS Group plc
|
b)
|
LEI
|
213800LOXNVJIB4C7B98
|
4
|
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type
of instrument
Identification code
|
Ordinary shares of 0.1 pence each in
ScS Group plc
GB00BRF0TJ56
|
b)
|
Nature of the transaction
|
Exercise of Share Options
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Nil
|
76,228
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not applicable - single transaction
|
e)
|
Date of the transaction
|
26 January 2024
|
f)
|
Place of the transaction
|
Outside a trading venue
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
a)
|
Name
|
Gavin Vose
|
2
|
Reason for
Notification
|
a)
|
Position/status
|
Logistics Director
|
b)
|
Initial notification/Amendment
|
Initial notification
|
3
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
a)
|
Name
|
ScS Group plc
|
b)
|
LEI
|
213800LOXNVJIB4C7B98
|
4
|
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type
of instrument
Identification code
|
Ordinary shares of 0.1 pence each in
ScS Group plc
GB00BRF0TJ56
|
b)
|
Nature of the transaction
|
Exercise of Share Options
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Nil
|
106,582
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not applicable - single transaction
|
e)
|
Date of the transaction
|
26 January 2024
|
f)
|
Place of the transaction
|
Outside a trading venue
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
a)
|
Name
|
Lucy Clough
|
2
|
Reason for
Notification
|
a)
|
Position/status
|
People Director
|
b)
|
Initial notification/Amendment
|
Initial notification
|
3
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
a)
|
Name
|
ScS Group plc
|
b)
|
LEI
|
213800LOXNVJIB4C7B98
|
4
|
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type
of instrument
Identification code
|
Ordinary shares of 0.1 pence each in
ScS Group plc
GB00BRF0TJ56
|
b)
|
Nature of the transaction
|
Exercise of Share Options
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Nil
|
118,190
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not applicable - single transaction
|
e)
|
Date of the transaction
|
26 January 2024
|
f)
|
Place of the transaction
|
Outside a trading venue
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
a)
|
Name
|
Dean Weston
|
2
|
Reason for
Notification
|
a)
|
Position/status
|
Sales and Operations Director
|
b)
|
Initial notification/Amendment
|
Initial notification
|
3
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
a)
|
Name
|
ScS Group plc
|
b)
|
LEI
|
213800LOXNVJIB4C7B98
|
4
|
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type
of instrument
Identification code
|
Ordinary shares of 0.1 pence each in
ScS Group plc
GB00BRF0TJ56
|
b)
|
Nature of the transaction
|
Exercise of Share Options
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Nil
|
84,698
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not applicable - single transaction
|
e)
|
Date of the transaction
|
26 January 2024
|
f)
|
Place of the transaction
|
Outside a trading venue
|
Enquiries
Poltronesofà
|
+39 0543
757011
|
Renzo Ricci, Sole
Director
|
|
Nicola Sautto, Chief Financial
Officer
|
|
|
|
Goldman Sachs (Financial adviser to
Poltronesofà)
|
+44 (0)207
774 1000
|
Chris Emmerson
|
|
Giuseppe Pipitone
|
|
|
|
ScS
Group plc
|
+44 (0)20
7466 5000
|
Steve Carson, Chief Executive
Officer
|
|
Mark Fleetwood, Chief Financial
Officer
|
|
Chris Muir, Executive
Director
|
|
|
|
Shore Capital (Financial adviser and Broker to
ScS)
|
+44 (0)20
7408 4050
|
Patrick Castle
|
|
James Thomas
|
|
Iain Sexton
|
|
Ben Canning
|
|
|
|
Buchanan Communications Limited (Financial PR adviser to
ScS)
|
+44 (0)20
7466 5000
|
Richard Oldworth
|
scs@buchanan.uk.com
|
Toto Berger
|
|
Verity Parker
|
|
|
|
Image Building S.r.l. (PR adviser to
Poltronesofà)
|
+39
0289011300
|
Giuliana Paoletti
|
poltronesofa@imagebuilding.it
|
Rafaella Casula
|
|
Giusy Fusco
|
|
Skadden, Arps, Slate, Meagher &
Flom (UK) LLP is acting as legal adviser to Poltronesofà in
connection with the Acquisition. Ward Hadaway LLP is acting as
legal adviser to ScS in connection with the Acquisition.
Disclaimers
Goldman Sachs, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority is acting as financial
adviser to Poltronesofà and BidCo and no one else in connection
with the Acquisition referred to in this announcement and will not
be responsible to anyone other than Poltronesofà and BidCo for
providing the protections afforded to clients of Goldman Sachs or
for providing advice in relation to the contents of this
announcement or any other matter referred to
herein.
Shore Capital, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority is acting as financial
adviser and broker to ScS and no one else in connection with the
Acquisition referred to in this announcement and will not be
responsible to anyone other than ScS for providing the protections
afforded to clients of Shore Capital or for providing advice in
relation to the contents of this announcement or any other matter
referred to herein.
Further
information
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer,
invitation or the solicitation of an offer to purchase or
subscribe, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise.
The Acquisition is subject to English law and to the
applicable requirements of the Code, the Panel, the Listing Rules,
the London Stock Exchange and the FCA.
The Acquisition will be made solely by way of the Scheme
Document, which contains the full terms and conditions of the
Acquisition. ScS Shareholders are advised to read the formal
documentation in relation to the Acquisition carefully once. Each
ScS Shareholder is urged to consult his or her independent
professional adviser regarding the tax consequences of the
Acquisition.
This announcement does not constitute a prospectus or a
prospectus equivalent document.
If
you are in any doubt about the contents of this announcement or the
action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or from an independent
financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended).
This announcement has been prepared for the purpose of
complying with English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside England.
Overseas
shareholders
The release, publication or distribution of this announcement
in jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom (including Restricted
Jurisdictions) should inform themselves about, and observe, any
applicable legal or regulatory requirements. Any failure to comply
with applicable legal or regulatory requirements of any
jurisdiction may constitute a violation of securities laws in that
jurisdiction. To the fullest extent permitted by law, the companies
and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside England.
The Acquisition will not be made, directly or indirectly, in
or into or by use of the mails or any other means or
instrumentality (including, without limitation, telephonic or
electronic) of interstate or foreign commerce of, or any facility
of a national, state or other securities exchange of, a Restricted
Jurisdiction, and the Acquisition will not be capable of acceptance
by any such use, means, instrumentality or facility or from within
a Restricted Jurisdiction. Copies of this announcement and any
formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
or any jurisdiction where to do so would constitute a violation of
the laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of acceptance of the
Acquisition.
Further details in relation to ScS Shareholders in overseas
jurisdictions are contained in the Scheme
Document.
Additional information for US
investors in ScS
The
Acquisition relates to the shares of an English company and is
being made by way of a scheme of arrangement provided for under
Part 26 of the Companies Act. The Acquisition, where implemented by
way of a scheme of arrangement, is not subject to the tender offer
rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition and the Scheme will be subject to the
disclosure requirements and practices applicable to a scheme of
arrangement involving a target company incorporated in the UK and
listed on the London Stock Exchange, which differ from the
disclosure requirements of US tender offer and proxy solicitation
rules.
Forward-looking
statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of ScS and certain plans and objectives of Poltronesofà
and ScS.
These forward-looking statements can be identified by the fact
that they do not relate only to historical or current facts. These
statements are based on assumptions and assessments made by ScS,
BidCo and Poltronesofà in light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate, and
therefore are subject to risks and uncertainties which could cause
actual results to differ materially from those expressed or implied
by those forward-looking statements.
Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aim", "will", "continue", "may",
"would", "could", "should" or other words of similar meaning or the
negative thereof. Forward-looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, economic performance, synergies, financial
conditions, market growth, dividend policy, losses and future
prospects; (ii) business and management strategies and the
expansion and growth of the operations of the Wider Poltronesofà
Group or the Wider ScS Group; and (iii) the effects of government
regulation on the business of the Wider Poltronesofà Group or the
Wider ScS Group. There are many factors which could cause actual
results to differ materially from those expressed or implied in
forward-looking statements. Among such factors are changes in the
global, political, economic, business, competitive or market
landscape and regulatory forces, future exchange and interest
rates, changes in tax rates and future business combinations or
disposals.
These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the
future. By their nature, these forward-looking statements involve
known and unknown risks and uncertainties because they relate to
events and depend on circumstances that will occur in the future.
The factors described in the context of such forward-looking
statements in this announcement may cause the actual results,
performance or achievements of any such person, or industry results
and developments, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. No assurance can be given that such
expectations will prove to have been correct and persons reading
this announcement are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at
the date of this announcement. All subsequent oral or written
forward-looking statements attributable to Poltronesofà, BidCo or
ScS or any persons acting on their behalf are expressly qualified
in their entirety by the cautionary statement above. Neither
Poltronesofà, BidCo nor ScS undertakes any obligation to update
publicly or revise forward-looking statements, whether as a result
of new information, future events or otherwise, except to the
extent legally required.
No profit forecasts,
estimates or quantified financial benefits
statements
No
statement in this announcement is intended as a profit forecast or
estimate for any period or a quantified financial benefits
statement and no statement in this announcement should be
interpreted to mean that earnings or earnings per ordinary share,
for Poltronesofà, BidCo or ScS respectively, for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share for
Poltronesofà, BidCo or ScS, respectively.
Publication on
website
A
copy of this announcement and the documents required to be
published pursuant to Rule 26.1 and Rule 26.2 of the Code will be
made available (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions), free of charge, at
www.poltronesofa-offer.com and at www.scsplc.co.uk/investors and by
no later than 12 noon on the Business Day following the date of
this announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this
announcement.
Hard copy
documents
In
accordance with Rule 30.3 of the Code, ScS Shareholders, persons
with information rights and participants in the ScS Share Schemes
may request a hard copy of this announcement by contacting ScS's
Registrars, Equiniti Limited, on +44 (0)371 384 2050 or by
submitting a request in writing to Equiniti Limited, Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. The
Shareholder Helpline is open from 8.30 a.m. to 5.30 p.m. (London
time) Monday to Friday (except English and Welsh public holidays).
Calls are charged at the standard geographical rate and will vary
by provider. Calls from outside the United Kingdom will be charged
at the applicable international rate. Please ensure the country
code is used when calling from outside the United
Kingdom.
Please note the Shareholder Helpline cannot provide advice on
the merits of the Acquisition or the Scheme nor give any financial,
investment, legal or tax advice.
For
persons who receive a copy of this announcement in electronic form
or via a website notification, a hard copy of this announcement
will not be sent unless so requested. Such persons may also request
that all future documents, announcements and information be sent to
them in relation to the Acquisition in hard copy
form.
Information relating to ScS
Shareholders
Addresses, electronic addresses and certain other information
provided by ScS Shareholders, persons with information rights and
other relevant persons for the receipt of communications from ScS
may be provided to Poltronesofà and BidCo during the Offer Period
as required under Section 4 of Appendix 4 of the Code to comply
with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede
them.
Disclosure requirements of
the Code
Under Rule 8.3(a) of the 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 p.m. (London time) on the 10th Business Day (as defined in the
Code) 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 (as defined in the Code) 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 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 p.m.
(London time) on the Business Day (as defined in the Code)
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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44(0)20 7638
0129.