TIDMAPI
RNS Number : 9269C
API Group PLC
22 January 2015
22 January 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
API Group plc ("API" or the "Company")
Initial response to a "Firm Intention to Make an Offer"
announcement by Cedar 2015 Limited, an indirect subsidiary of Steel
Partners Holdings L.P. for API Group PLC
Earlier today, Cedar 2015 Limited ("Cedar"), an indirect
subsidiary of Steel Partners Holdings L.P. ("Steel"), announced its
firm intention (pursuant to Rule 2.7 of the City Code on Takeovers
and Mergers) to make a cash offer of 60 pence per API share (the
"Offer") to acquire the entire issued and to be issued ordinary
share capital of API not already owned by Steel and its subsidiary
undertakings (the "Steel Group").
The board of directors of API (the "API Board") would like to
confirm that there have been no discussions to date relating to the
Offer between Cedar and the API Board. The API Board will carefully
consider its position and a further announcement will be made in
due course.
The API Board strongly recommends that API shareholders take no
action at present and await further developments.
For further information:
API Group plc
Andrew Turner, Group Chief Executive Tel: +44 (0)
1625 650 334
www.apigroup.com
Numis Securities (Broker)
James Serjeant Tel: +44 (0)
20 7260 1000
www.numis.com
Cairn Financial Advisers (Nominated
Adviser)
Tony Rawlinson / Avi Robinson Tel: +44 (0)
20 7148 7900
www.cairnfin.com
Media enquiries:
Abchurch
Henry Harrison-Topham / Quincy Tel: +44 (0)
Allan 20 7398 7710
quincy.allan@abchurch-group.com www.abchurch-group.com
Cairn Financial Advisers, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for API and no one else in connection with the Offer
and this Announcement and will not be responsible to anyone other
than API for providing the protections afforded to clients of Cairn
Financial Advisers nor for providing advice in connection with the
Offer or any matter referred to herein.
This Announcement has been prepared for the purpose of complying
with English law and the City Code on Takeovers and Mergers 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 the United Kingdom.
Notice to overseas shareholders
The ability of API shareholders who are not resident in and
citizens of the United Kingdom to accept the Offer (if made) may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions.
The release, publication or distribution of this announcement in
jurisdictions other than in 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 should inform themselves
about, and observe, any applicable requirements.
Copies of this announcement will not be, and must not be, mailed
or otherwise forwarded, distributed or sent in, into or from any
jurisdiction where the publication or distribution of such
documentation is restricted. Persons receiving this announcement
(including, without limitation, custodians, nominees and trustees)
must not distribute, mail or send it in or into any jurisdiction
where the publication or distribution of such documentation is
restricted.
Disclosure requirements of the City Code on Takeovers and
Mergers (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.
Information relating to API Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by API Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from API may be provided to Cedar during the Offer Period where
requested under Section 4 of Appendix 4 of the Code.
Publication on website
A copy of this Announcement will be made available, free of
charge subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, at http://www.apigroup.com by no later
than 12 noon (London time) on the Business Day following the date
of this Announcement.
Neither the content of the website referred to in this
Announcement nor the content of any websites accessible from
hyperlinks on the Company's websites (or any other websites) is
incorporated into, or forms part of, this Announcement.
A hard copy of this Announcement will be sent to API
shareholders, free of charge. API shareholders may also request
that all future documents, Announcements and information to be sent
to them in relation to the Offer should be in hard copy form by
contacting Company Secretary, Claire Chadwick, on +44 (0) 1625 650
570.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Takeover Code, API confirms
that it has 76,748,730 Ordinary Shares in issue and admitted to
trading on AIM, a market of the London Stock Exchange, under ISIN
GB0000592062.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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