TIDMHUNT TIDMTPFG
RNS Number : 9991J
Hunters Property PLC
29 December 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, 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 ANNOUNCEMENT 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 FIRM OFFER WILL BE MADE NOR AS TO THE TERMS ON
WHICH ANY OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
29 December 2020
Hunters Property plc
Extension of deadline under Rule 2.6(c ) of the Code
On 4 December 2020, Hunters Property plc ("Hunters" or the
"Company") confirmed that it had received a preliminary approach
from The Property Franchise Group plc ("TPFG") in regard to a
possible offer for the entire issued and to be issued share capital
of Hunters.
In accordance with Rule 2.6(a) of the Code, TPFG was required,
by no later than 5.00 p.m. on 1 January 2021, to either announce a
firm intention to make an offer for the Company in accordance with
Rule 2.7 of the Code or announce that it does not intend to make an
offer for the Company, in which case the announcement would be
treated as a statement to which Rule 2.8 of the Code applied.
Discussions with TPFG regarding a possible offer for the Company
remain ongoing and, to allow further time for these discussions,
the Board of Hunters has requested, and the Panel on Takeovers and
Mergers (the "Takeover Panel") has granted, an extension to the
deadline for TPFG referred to above. Accordingly, TPFG must, by no
later than 5.00 p.m. on 22 January 2021, either announce a firm
intention to make an offer for Hunters in accordance with Rule 2.7
of the Code or announce that it does not intend to make an offer
for the Company, in which case the announcement will be treated as
a statement to which Rule 2.8 of the Code applies. This deadline
can be extended further with the consent of the Takeover Panel, at
the Company's request, in accordance with Rule 2.6(c ) of the
Code.
There can be no certainty that a formal offer will be made, nor
as to the terms on which any such offer might be made. Further
announcements will be made as appropriate.
This announcement has been made with the consent of TPFG.
The person responsible for arranging the release of this
announcement on behalf of Hunters is Ed Jones (Chief Financial
Officer).
For further information please contact:
Hunters Property plc 01904 756 197
Glynis Frew, Chief Executive
Ed Jones, Chief Financial Officer
SPARK Advisory Partners Limited 0113 370 8975
Andrew Emmott (Financial Adviser and Nominated Adviser)
Dowgate Capital Limited 020 3903 7715
James Serjeant (Corporate Broking)
Notice related to financial advisers
SPARK Financial Advisers Limited ("SPARK"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Hunters and for no one else in
connection with the subject matter of this announcement and will
not be responsible to anyone other than Hunters for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
Disclosure requirements of the Takeover Code (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.
Rule 26.1 disclosure
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
www.hunters.com by no later than 12 noon (London time) on the
business day following the date of this announcement. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
Additional Information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
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, pursuant to this announcement
or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and
conditions of any offer, including details of how it may be
accepted. The distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of Hunters who are not resident in the United Kingdom
may be affected by the laws of relevant jurisdictions. Therefore,
any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of Hunters who are not
resident in the United Kingdom will need to inform themselves
about, and observe, any applicable requirements.
This information is provided by RNS, the news service of the
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END
MSCEAEANAASEFFA
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December 29, 2020 05:27 ET (10:27 GMT)
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