Preferred Proposal Received for Mouchel Group plc (7755B)

TIDMMCHL
RNS Number : 7755B
Mouchel Group plc
24 February 2011
 
 PRESS ANNOUNCEMENT 
 FOR IMMEDIATE RELEASE 
 24 FEBRUARY 2011 
 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION 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 CODE. 
  IT DOES NOT REPRESENT A FIRM INTENTION TO MAKE AN OFFER UNDER 
  RULE 2.5 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY 
  THAT ANY OFFER WILL ULTIMATELY BE MADE. 
  PREFERRED PROPOSAL RECEIVED FOR MOUCHEL GROUP PLC ("MOUCHEL" 
  OR "THE COMPANY") 
 On 21 January 2011, Mouchel announced that it had received 
  a number of approaches which might or might not result in 
  an offer being made for the Company for the purposes of the 
  City Code on Takeovers and Mergers and that it was actively 
  reviewing those approaches and other options, to enhance 
  shareholder value. 
  The Board is pleased to confirm that it is now in advanced 
  discussions with one potential offeror and has signed a co-operation 
  agreement with that preferred trade purchaser (the "Preferred 
  Possible Offeror") in relation to a potential offer being 
  made for the Company. 
  Although the Board of Mouchel considers that the Company 
  has a strong future as an independent business, it believes 
  that the strategic logic of a combination of Mouchel and 
  the Preferred Possible Offeror would provide the best option 
  to deliver value to shareholders. 
  The making of any offer by the Preferred Possible Offeror 
  remains subject to a number of pre-conditions, including 
  the satisfactory completion of mutual confirmatory due diligence 
  and the arrangement of financing which is likely to take 
  a number of weeks. Save in respect of the arrangement of 
  financing, the Company and the Preferred Possible Offeror 
  have reserved their respective rights to waive, in whole 
  or in part, any or all such pre-conditions. 
  This announcement has been made with the consent of the Preferred 
  Possible Offeror. There can be no certainty that any offer 
  will be made or as to the terms of any offer which might 
  be made. 
  A further announcement will be made in due course. 
 A copy of this announcement is also available on Mouchel's 
  website at www.mouchel.com. 
  END 
  Contacts: 
  Mouchel Group plc: +44 (0) 1483 731 731 
  Richard Cuthbert, Chief Executive 
  David Tilston, Group Finance Director 
  Finsbury +44 (0) 207 251 3801 
  Faeth Birch 
  Andrew Dowler 
  Charles Watenphul 
  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 paper 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 paper 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 paper 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 paper offeror 
  is first identified. Relevant persons who deal in the relevant 
  securities of the offeree company or of a paper 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 paper offeror must make 
  a Dealing Disclosure if the person deals in any relevant 
  securities of the offeree company or of any paper 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 paper 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 paper 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. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
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