TIDMFIH
RNS Number : 9684Z
FIH Group PLC
20 March 2017
For immediate release
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
20 March 2017
FIH Group plc
("FIH", "the Company" or "the Group")
Further Update re Dolphin Fund Limited
The Independent Directors of FIH (being John Foster and Jeremy
Brade, who are independent to the bid from Staunton Holdings
Limited) (the "Independent Directors") note the recent unsolicited
approach by Dolphin Fund Limited ("Dolphin") and its beneficial
owner Mr Eduardo Elsztain, an Argentinian citizen, and have
considered Dolphin's request for access to information on FIH.
Having taken appropriate soundings and duly reflected on the
approach, and noted reports that the approach is causing
consternation in the Falkland Islands, the Independent Directors
believe that the prospect of Argentinian-related control of the
Falkland Islands Company ("FIC"), a subsidiary of FIH which has
operations based solely in the Falkland Islands, seriously
threatens to undermine the FIC business and the interests of its
employees.
The Independent Directors also note that the Falkland Islands
Government ("FIG") has the power to grant or withhold licences to
own assets and land in the Islands, including the licences that FIC
currently holds. FIG has stated that it is closely monitoring the
situation and will scrutinise any proposed change of ownership for
compliance with Falkland Islands Law.
Accordingly, the Independent Directors regard the Dolphin
approach as unwelcome and posing a real hazard to FIH. They are not
required to provide Dolphin with information on FIH and are not
prepared to enter into discussions with Dolphin. They oppose the
approach as unwelcome, as in their view it is entirely incapable of
serving the best interests of FIC, FIH and its shareholders.
The Independent Directors take responsibility for the content of
this announcement.
This announcement is made without the agreement or approval of
Dolphin.
Enquiries:
FIH Group plc Tel: +44 (0) 1279 461 630
John Foster
WH Ireland Limited Tel: +44 (0) 20 7220 1666
Financial Adviser and Nominated Adviser to FIH
Adrian Hadden
Nick Prowting
FTI Consulting Tel: +44 (0) 20 3727 1000
Communications adviser to FIH
Edward Westropp
Eleanor Purdon
This announcement does not constitute an offer to purchase any
securities, or an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any offer to purchase or
sell securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
The release, distribution or publication of this announcement in
jurisdictions other than the UK may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about and
observe any applicable requirements.
WH Ireland Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for FIH in relation to the matters described in this
announcement and is not advising any other person, and accordingly
will not be responsible to anyone other than FIH for providing the
protections afforded to clients of WH Ireland Limited or for
providing advice in relation to the matters described in this
announcement or 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 FIH 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) FIH (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.
Publication on website
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be made available (subject to certain
restrictions relating to persons resident in restricted
jurisdictions) at www.fihplc.com by no later than 12 noon (London
time) on the business day following the release of this
announcement. The content of the website referred to in this
announcement is not incorporated and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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