Swan(John) & Sons PLC Further Extension of Takeover Code Deadline (5446M)
May 07 2015 - 11:20AM
UK Regulatory
TIDMSWJ
RNS Number : 5446M
Swan(John) & Sons PLC
07 May 2015
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 announcement is not 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 there can be no certainty that an offer
will be made, nor as to the terms on which any offer will be
made.
7 May, 2015
John Swan and Sons PLC
("John Swan" or the "Company")
Further extension of Takeover Code Deadline
On 18 December 2014, John Swan announced that it had received an
approach from H&H Group plc ("H&H") which may or may not
lead to a cash offer with a partial share alternative being made
for the Company. The deadline for H&H 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, under Rule 2.8 of the Code, was originally 15 January 2015
and has subsequently, with the consent of the Panel, been extended
four times and on the last occasion to 7 May 2015.
The Company has today, with the consent of the Panel, agreed to
a further extension of the deadline under Rule 2.6(c) of the Code
until 5.00pm on 4 June 2015. Discussions between John Swan and
H&H are ongoing at the indicative cash offer price of GBP13.50
per John Swan ordinary share set out within the announcement of 18
December 2014.
This further extension to the offer deadline has been agreed to
allow the offeror's lender to complete customary due diligence
necessary to allow H&H to confirm committed funding for the
offer; and to facilitate the drafting of the formal documentation
to implement the offer. The pension deficit evaluation process
referred to in previous announcements has now been completed.
The Boards of John Swan and H&H currently anticipate that
the offer, if made, will be implemented by way of a scheme of
arrangement. In light of the protracted nature of the diligence
process undertaken by H&H, the Swan Board has concluded that it
would be imprudent to commit time and expense to the drafting of
formal offer-related documentation until such time as H&H has
confirmed that all due diligence enquiries have been completed to
its satisfaction and that there are no outstanding substantive
pre-conditions to the making of the proposed offer.
There can be no guarantee either that a formal offer for the
Company will be made or that the parties will be in a position to
announce the terms of a formal offer in accordance with Rule 2.7 of
the Code prior to expiry of this latest deadline.
A further announcement will be made in due course.
Enquiries:
John Swan and Sons plc (via N+1 Singer)
Euan Fernie
---------------------------- ---------------------
N+1 Singer (Rule 3 Adviser Tel. +44 (0) 20 7496
to John Swan) 3000
Sandy Fraser/Aubrey Powell
---------------------------- ---------------------
Nplus1 Singer LLP ("N+1 Singer"), which is authorised and
regulated by the Financial Conduct Authority, is acting for the
Company as financial adviser and broker in relation to the possible
offer for the Company and is not acting for any other person in
relation to such possible offer for the Company. N+1 Singer will
not be responsible to anyone other than Company for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this announcement or any possible offer
for the Company or arrangement 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 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.
Publication on website
A copy of this announcement will be made available on the
Company's website www.johnswan.co.uk.
For the avoidance of doubt, the content of the website referred
to above is not incorporated into 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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