TIDMLCG
RNS Number : 2558L
SpreadEx Limited
02 July 2014
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.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE.
2 July 2014
Possible offer for London Capital Group Holdings plc
Spreadex.com Limited ("Spreadex") notes the recent press
speculation and confirms that on 30 June 2014 it submitted a
preliminary, non-binding indication of interest to the board of
directors of London Capital Group Holdings plc ("LCG") regarding a
possible cash offer for the entire issued and to be issued share
capital of LCG. Spreadex's approach was rejected by the board of
LCG and no discussions are currently taking place. Spreadex is
considering its options. However, there can be no certainty that
any firm offer will be made.
Spreadex's proposal envisaged an all cash offer at a price of 30
pence per LCG share, representing a substantial premium of
approximately 46% to LCG's closing share price of 20.5 pence on 27
June 2014.
The making of any firm offer by Spreadex would be subject to
pre-conditions (all of which may be waived in whole or in part by
Spreadex), including the following:
-- the proposed financing announced by LCG on 17 June 2014 not proceeding;
-- satisfactory completion of a due diligence review by Spreadex;
-- the unanimous and unqualified recommendation by the directors
of LCG of the terms of any offer; and
-- the directors of LCG giving irrevocable undertakings to
accept any offer in respect of their LCG shares (or to vote in
favour of a scheme of arrangement).
In accordance with Rule 2.6(a) of the Code, Spreadex must, by
not later than 5.00 p.m. on 30 July 2014, either announce a firm
intention to make an offer for LCG in accordance with Rule 2.7 of
the Code or 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. This deadline will only be extended
with the consent of the Takeover Panel in accordance with Rule
2.6(c) of the Code.
Spreadex reserves the right to make an offer at any time for
less than 30 pence for each LCG share:
-- with the agreement or recommendation of the LCG board;
-- if a third party announces a firm intention to make an offer
for LCG which, as at the date Spreadex announces a firm intention
to make an offer for LCG, is valued at a lower price than 30 pence
for each LCG share; or
-- following the announcement by LCG of a whitewash transaction pursuant to the Code.
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be available on Spreadex's website at
www.spreadex.com.
A further announcement will be made as appropriate.
Enquiries:
Spreadex
Jonathan Hufford (Managing Director) +44 (0)1727 895000
Ernst & Young (Financial Adviser)
Julie Green +44 (0)207 9512000
About Spreadex
Established since 2000 and privately owned, Spreadex is one of
the leading providers of financial and sports spread betting and
sports fixed odds betting in the UK. For the year ended 31 May
2014, Spreadex recorded turnover of GBP35 million and pre-tax
profit of GBP18.5 million. Its headquarters are in St. Albans and
the company has approximately 100 employees.
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 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, 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.
Forward Looking Statements
This announcement contains statements about Spreadex that are or
may be forward looking statements. All statements other than
statements of historical facts included in this announcement may be
forward looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will",
"should", "could", "would", "may", "anticipates", "estimates",
"synergy", "cost-saving", "projects", "goal", "hopes", "continues",
"strategy", "budget", "forecast" or "might", or words or terms of
similar substance or the negative thereof, are forward looking
statements. Such forward looking statements involve risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied
in any forward looking statements. Due to such uncertainties and
risks, no assurances can be given that such expectations will prove
to have been correct and readers are cautioned not to place undue
reliance on such forward looking statements, which speak only as of
the date hereof. Spreadex disclaims any obligation to update any
forward looking or other statements contained herein, except as
required by applicable law. There are several factors which could
cause actual results to differ materially from those expressed or
implied in forward looking statements. Among the factors that could
cause actual results to differ materially from those described in
the forward looking statements are changes in the global,
political, economic, business, competitive, market and regulatory
forces, future exchange and interest rates, changes in tax rates
and future business combinations or dispositions.
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 LCG 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 LCG who are not resident in
the United Kingdom will need to inform themselves about, and
observe, any applicable requirements.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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