Takeover Panel Ruling of the Panel Executive - Moss Bros Group (4009N)
May 19 2020 - 12:41PM
UK Regulatory
TIDMMOSB
RNS Number : 4009N
Takeover Panel
19 May 2020
2020/4
OFFER BY BRIGADIER ACQUISITION COMPANY LIMITED ("BRIGADIER")
FOR
MOSS BROS GROUP PLC ("MOSS BROS")
On 22 April 2020, Moss Bros announced that it had been informed
by Brigadier that it was seeking a ruling from the Takeover Panel
in order to invoke a condition to its offer for Moss Bros and to
lapse the offer.
Brigadier lodged a formal submission with the Panel Executive on
22 April 2020 setting out the reasons why it believed that it
should be permitted to invoke each of the conditions set out in
paragraphs 2(c)(viii), 2(g)(xiv), 2(h)(i) and 2(h)(iv) of Part 4 of
the Moss Bros scheme circular dated 7 April 2020 (the "Relevant
Conditions"), on account of the impact on Moss Bros of the Covid-19
pandemic and related UK Government measures. This submission was
made available to Moss Bros and its advisers. On 29 April 2020,
Moss Bros lodged a submission with the Panel Executive setting out
the reasons why it believed there were no grounds for allowing any
of the Relevant Conditions to be invoked and this submission was
made available to Brigadier and its advisers. The Panel Executive
has subsequently received further representations from each of the
parties and their respective advisers.
Having considered each of the submissions received and the
further representations made, the Panel Executive has ruled that
Brigadier has not established that the circumstances which give
rise to its right to invoke the relevant conditions are of material
significance to it in the context of its offer as required by Rule
13.5(a) of the Takeover Code and, therefore, that Brigadier should
not be permitted to invoke any of the Relevant Conditions at this
time.
Brigadier has been given a short period of time in which to
decide whether to request a review of the Panel Executive's ruling
by the Hearings Committee of the Takeover Panel. A further
announcement will be made in due course.
19 May 2020
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END
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