TIDMCDM TIDM0IFX
RNS Number : 9838K
Codemasters Group Holdings PLC
07 January 2021
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
FOR IMMEDIATE RELEASE
7 January 2021
RECOMMED CASH ACQUISITION
of
CODEMASTERS GROUP HOLDINGS PLC
by
CODEX GAMES LIMITED
an indirect subsidiary of
ELECTRONIC ARTS INC.
(to be implemented by way of a scheme of arrangement
under Part 26 of the Companies Act 2006)
On 14 December 2020, the boards of Codemasters Group Holdings
plc ( " Codemasters " ) and Electronics Arts Inc. ("EA") announced
that they had reached agreement on the terms of a recommended
acquisition by Codex Games Limited ("Bidco"), an indirect
subsidiary of EA, of the entire issued and to be issued ordinary
share capital of Codemasters (the "Acquisition"). As outlined in
that announcement, the Acquisition is to be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme") (or, if Bidco elects, with the
consent of the Panel, a takeover offer under Part 28 of the
Companies Act 2006) and is subject to the terms and conditions set
out in the scheme document in relation to the Acquisition (the
"Scheme Document").
Publication and posting of the Scheme Document
The Codemasters Board is pleased to announce that the Scheme
Document is being published and posted to Codemasters Shareholders
today. The Scheme Document contains, amongst other things, a letter
from the Non-Executive Chairman of Codemasters, a statutory
explanatory statement, the full terms and conditions of the
Acquisition, notices convening the Court Meeting and the General
Meeting in connection with the Scheme, an expected timetable of
principal events and details of the actions to be taken by
Codemasters Shareholders. A copy of the Scheme Document is
available on Codemasters' website at
https://www.codemasters.com/investors/#electronic-arts .
Unless otherwise defined, all capitalised terms in this
announcement shall have the same meaning given to them in the
Scheme Document.
Hard copies of the Scheme Document and the Forms of Proxy for
the Court Meeting and the General Meeting are being posted to
Codemasters Shareholders today.
Action to be taken
As further detailed in the Scheme Document, the Scheme is
subject to the Conditions. To become effective, the Scheme will
require, amongst other things, approval by a majority in number
representing not less than 75 per cent. in value of the Codemasters
Shareholders present, entitled to vote and voting, either via the
Virtual Meeting Platform (as referred to below) or by proxy, at the
Court Meeting and the passing of the Special Resolution to be
proposed at the General Meeting.
The Court Meeting and the General Meeting will be held at
Codemasters Campus, Stoneythorpe, Southam, Warwickshire, CV47 2DL
on 3 February 2021 at 10.00 a.m. and 10.15 a.m. respectively (or,
in the case of the General Meeting, as soon as the Court Meeting
has concluded or been adjourned, if later). The Scheme requires
approval at both of these Meetings. Shareholders can attend
remotely, via the Virtual Meeting Platform as set out in the Scheme
Document.
COVID-19 restrictions
The Codemasters Board notes the measures imposed by the UK
Government in view of the ongoing COVID-19 pandemic. At the time of
this announcement, the UK Government has prohibited large public
gatherings, save in certain limited circumstances. In light of
these measures, together with the uncertainty as to any additional
and/or alternative measures that may be put in place by the UK
Government, and in order to protect the health and safety of the
Scheme Shareholders, Codemasters Shareholders and Codemasters
Directors, the Codemasters Board hopes that shareholders will
understand that Scheme Shareholders, Codemasters Shareholders and
other attendees will not be permitted to attend the Court Meeting
or the General Meeting in person, save for the Chairman of the
meetings and anyone else nominated by the Chairman of the Meetings
in order to establish a quorum.
Scheme Shareholders and Codemasters Shareholders are however
being given the opportunity to remotely attend, submit written
questions and vote at the Court Meeting and the General Meeting via
a virtual meeting platform provided by Lumi AGM UK Limited (the
"Virtual Meeting Platform"), further details of which are set out
in the Scheme Document. Guidance on remotely accessing and
participating in the Codemasters Shareholder Meetings via the
Virtual Meeting Platform is also available at
www.codemasters.com/investors/#electronic-arts and will be sent to
Codemasters Shareholders in hard copy.
Scheme Shareholders and Codemasters Shareholders are strongly
encouraged to appoint "the Chairman of the meeting" as their proxy.
If any other person is appointed as proxy, he or she will not be
permitted to attend the relevant Meeting in person, but will be
able to attend, submit written questions (and/or, in respect of the
Court Meeting, any objections) and vote at the relevant Meeting
remotely via the Virtual Meeting Platform, further details of which
are set out in the Scheme Document and in the Virtual Meeting
Guide.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair representation of opinion of Scheme
Shareholders. Whether or not Scheme Shareholders or Codemasters
Shareholders intend to attend and/or vote (in each case, remotely,
via the Virtual Meeting Platform) at the Meetings, they are
strongly advised to sign and return their BLUE Form of Proxy (by
post) or transmit a proxy appointment and voting instruction
(electronically, online or through CREST) for the Court Meeting as
soon as possible. The completion and return of the Forms of Proxy
(by post) (or transmission of a proxy appointment or voting
instruction electronically, online or through CREST or by any other
procedure described in the Scheme Document) will not prevent a
Scheme Shareholder or a Codemasters Shareholder from remotely
attending, submitting written questions and/or (in the case of the
Court Meeting) any objections and voting at the Court Meeting or
the General Meeting, in each case via the Virtual Meeting Platform
as described in the opening pages of the Scheme Document and in the
Virtual Meeting Guide, if such Scheme Shareholder or Codemasters
Shareholder is entitled to and wishes to do so.
If the BLUE Form of Proxy for the Court Meeting is not lodged by
the relevant time, it may be emailed to
Rachel.Sellers@linkgroup.co.uk at any time prior to the
commencement of the Court Meeting. However, if the WHITE Form of
Proxy for the General Meeting is not lodged by the relevant time,
it will be invalid.
Following the Meetings, the Scheme must be sanctioned by the
Court and will only become Effective upon delivery to the Registrar
of Companies of a copy of the Court Order.
The Codemasters Directors, who have been so advised by Jefferies
as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing advice to
the Codemasters Directors, Jefferies has taken into account the
commercial assessment of the Codemasters Directors. Jefferies is
providing independent financial advice to the Codemasters Directors
for the purposes of Rule 3 of the Code.
Accordingly, the Codemasters Directors recommend unanimously
that Codemasters Shareholders vote in favour of the Scheme at the
Court Meeting and the Special Resolution to be proposed at the
General Meeting (or, in the event that the Acquisition is
implemented by means of an Offer, to accept such Offer).
Codemasters Shareholders should carefully read the Scheme
Document in its entirety before making a decision with respect to
the Scheme.
Cancellation of admission of Codemasters Shares to trading on
AIM
If the Scheme becomes effective in accordance with its terms, it
is anticipated that dealings in Codemasters Shares will be
suspended at 7.30 a.m. on 18 February 2021 and subsequently the
Codemasters Shares will be cancelled from admission to trading on
AIM at 7.00 a.m. on 19 February 2021.
Expected Timetable
The current expected timetable of principal events for the
implementation of the Scheme is set out below and in the Scheme
Document.
Event Time/date
Publication of this document 7 January 2021
Latest time for lodging Forms of Proxy 10:00 a.m. on 1 February
for the Court Meeting (BLUE Form of 2021 (2)
Proxy) or for submitting proxy instructions
in respect of the Court Meeting via
the Signal Shares share portal service
or the CREST Proxy Voting Service
Latest time for lodging Forms of Proxy 10:15 a.m. on 1 February
for the General Meeting (WHITE Form 2021 (3)
of Proxy) or for submitting proxy instructions
in respect of the General Meeting via
the Signal Shares share portal service
or the CREST Proxy Voting Service
Voting Record Time for the Court Meeting 6:00 p.m. on 1 February
and the General Meeting 2021 (4)
Court Meeting 10:00 a.m. on 3 February
2021
General Meeting 10:15 a.m. on 3 February
2021 (5)
Certain of the following dates are subject
to change
(please see Note (1) below):
Court Hearing (to sanction the Scheme) 10:30 a.m. on 16 February
2021
(the Court Sanction
Date)
Last day of dealings in, and for registration 17 February 2021
of transfers of, and disablement in
CREST of, Codemasters Shares
Scheme Record Time 6:00 p.m. on 17 February
2021
Effective Date 18 February 2021
Dealings in Codemasters Shares on AIM 7:30 a.m. on 18 February
suspended 2021
Cancellation of admission to trading 7:00 a.m. on 19 February
on AIM of, and dealings in, Codemasters 2021
Shares
Settlement of the Offer Price:
Despatch of cheques and crediting of As soon as practicable
CREST for cash consideration due under and, in any event, within
the Scheme 14 days following the
Effective Date
Long Stop Date 30 June 2021 (6)
All references in this document to times are to times in London,
unless otherwise stated.
Notes : All references in this document to times are to times in
London, unless otherwise stated.
(1) These times and dates are indicative only and will depend,
among other things, on the date on which the Conditions are
satisfied or, if capable of waiver, waived and therefore the date
on which the Court sanctions the Scheme (which may not be the same
day on which the Court hears Codemasters' application). The
timetable is also dependent on when the Court Order sanctioning the
Scheme is delivered to the Registrar of Companies. Codemasters will
give notice of any change(s) to the above timetable by issuing an
announcement through a Regulatory Information Service and by
publishing such changes on Codemasters' website at
www.codemasters.com/investors/#electronic-arts and, if required by
the Panel, by posting notice of the change(s) to Codemasters
Shareholders.
(2) It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged before 10:00 a.m. on 1 February 2021 or, if the
Court Meeting is adjourned, not later than 48 hours before the time
appointed for the holding of the adjourned Meeting (excluding any
day which is not a Business Day). However, if the BLUE Form of
Proxy for the Court Meeting is not lodged by the relevant time, it
may be emailed to Rachel.Sellers@linkgroup.co.uk at any time prior
to the commencement of the Court Meeting.
(3) WHITE Forms of Proxy for the General Meeting must be lodged
before 10:15 a.m. on 1 February 2021 in order to be valid or, if
the General Meeting is adjourned, not later than 48 hours before
the time appointed for the holding of the adjourned Meeting
(excluding any day which is not a Business Day). If the WHITE Form
of Proxy is not lodged by the relevant time, it will be
invalid.
(4) If either of the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be 6:00 p.m. on the date which is two days preceding
the date fixed for the adjourned Meeting (excluding any day which
is not a Business Day).
(5) Or as soon thereafter as the Court Meeting has been
concluded or adjourned, if later.
(6) This date may be extended to such date as Codemasters, EA
and Bidco may, with the consent of the Panel, agree and the Court
(if required) may allow.
Information for Codemasters Shareholders
If you have any queries about the Scheme Document, the Court
Meeting or the General Meeting or are in any doubt as to how to
complete the Forms of Proxy, please contact Link Group on +44 (0)
371 664 0321. Calls are charged at the standard geographic rate and
will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. Lines are open
between 9:00 a.m. and 5:30 p.m., Monday to Friday (excluding public
holidays in England and Wales). Please note that Link Group cannot
provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
Enquiries:
Codemasters Group Holdings plc Via Alma PR
Frank Sagnier, CEO
Rashid Varachia, CFO
Jefferies International Limited (Sole Financial
Adviser and Joint Corporate Broker)
Ed Matthews
Raphael Bejarano
Gaurav Kittur +44 (0) 20
Paul Bundred 7029 8000
Liberum Capital Limited (Nominated Adviser
and Joint Corporate Broker)
Neil Patel
Cameron Duncan
Ed Phillips +44 (0) 20
William Hall 3100 2222
Alma PR
Josh Royston
Rebecca Sanders-Hewett
Helena Bogle +44 (0) 7780
Sam Modlin 901979
Important notices relating to financial advisers
Jefferies International Limited ("Jefferies") which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for Codemasters as
financial adviser and for no one else in connection with the
matters set out in this announcement and will not regard any other
person as its client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than
Codemasters for providing the protections afforded to its clients
or for providing advice in relation to the Acquisition or any other
matter or arrangement referred to in this announcement. Neither
Jefferies, nor any of its affiliates, owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Jefferies in connection with this
announcement, any statement contained herein or otherwise.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Codemasters as nominated adviser and
broker and for no one else in connection with the matters set out
in this announcement and will not regard any other person as its
client in relation to the matters referred to in this announcement
and will not be responsible to anyone other than Codemasters for
providing the protections afforded to its clients or for providing
advice in relation to the Acquisition or any other matter or
arrangement referred to in this announcement. Neither Liberum, nor
any of its affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Liberum in connection with this announcement, any
statement contained herein or otherwise.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or an invitation to purchase or subscribe for any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise.
The Acquisition is being made solely by the Scheme Document (or,
in the event that the Acquisition is to be implemented by means of
an Offer, the Offer Document) which contains the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Scheme. Any voting decision or response in relation
to the Acquisition should be made solely on the basis of the Scheme
Document. Codemasters Shareholders are advised to read the formal
documentation in relation to the Acquisition carefully now that it
has been published. Each Codemasters Shareholder is urged to
consult his or her independent professional adviser regarding the
tax consequences of the Acquisition.
This announcement does not constitute a prospectus or a
prospectus equivalent document.
Overseas jurisdictions
Unless otherwise determined by Codemasters, EA and Bidco or
required by the Code, and permitted by applicable law and
regulation, the Acquisition will not be made, directly or
indirectly, in or into or by use of the mails or any other means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or any facility of a national, state or
other securities exchange of, a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such use, means,
instrumentality or from within a jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction and the
Acquisition may not be capable of acceptance by any such use,
means, instrumentality or facilities.
In particular, the ability of Codemasters Shareholders (or
nominees of, or custodians or trustees for, such Codemasters
Shareholders) not resident in, or nationals or citizens of the
United Kingdom ("Overseas Shareholders") to vote their Codemasters
Shares at the Court Meeting and/or the General Meeting, or to
execute and deliver Forms of Proxy appointing another to vote at
the Court Meeting and/or the General Meeting on their behalf, may
be affected by the laws of the relevant jurisdictions in which they
are located or to which they are subject. Any failure to comply
with applicable legal or regulatory requirements of any
jurisdiction may constitute a violation of securities laws in that
jurisdiction.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction.
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside England.
Further details in relation to Codemasters Shareholders in
overseas jurisdictions are contained in the Scheme Document.
Additional information for US investors
The Acquisition relates to the shares of an English incorporated
company and is being made by way of a scheme of arrangement
provided for under Part 26 of the Companies Act. The Acquisition,
implemented by way of a scheme of arrangement, is not subject to
the tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable to a scheme of
arrangement involving a company in England listed on the London
Stock Exchange, which differ from the disclosure requirements of US
tender offer and proxy solicitation rules. If, in the future, Bidco
exercises its right to implement the Acquisition by way of an Offer
and determines to extend the Offer into the United States, the
Acquisition will be made in compliance with applicable US laws and
regulations.
The financial information included in this announcement has been
prepared in accordance with International Financial Reporting
Standards (as adopted by the European Union) and thus may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with US
generally accepted accounting principles.
It may be difficult for US Codemasters Shareholders to enforce
their rights and any claim arising out of the US federal securities
laws, because Codemasters is located in a non-US country, and some
or all of its officers and directors are residents of a non-US
country. US Codemasters Shareholders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgment.
US Codemasters Shareholders also should be aware that the
Acquisition contemplated herein may have tax consequences in the US
and, that such consequences, if any, are not described herein. US
Codemasters Shareholders are urged to consult with legal, tax and
financial advisers in connection with making a decision regarding
the Acquisition.
Forward-looking statements
This announcement contains certain forward-looking statements
with respect to EA, Bidco, Codemasters and the Combined Group.
Statements including words such as "anticipate", "believe",
"expect", "intend", "estimate", "plan", "predict", "seek", "goal",
"will", "may", "likely", "should", "could" (and the negative of any
of these terms), "future" and similar expressions also identify
forward-looking statements. In addition, any statements that refer
to projections of future financial performance or prospects,
business and economic trends, markets projections, future capital
expenditure, earnings, revenues, expenditure, losses, synergies,
dividends, uncertain events and assumptions and other
characterisations of future events or circumstances may be
forward-looking statements. These forward looking statements are
not guarantees of future performance and reflect the relevant
management's current expectations. Actual results could differ
materially from those discussed in the forward-looking statements
and there are a number of factors which could cause actual results,
development and outcomes to differ materially from those expressed
in, or implied by such forward-looking statements and therefore
such forward-looking statements are qualified in their entirety by
the risks and uncertainties that apply to them. Many of these risks
and uncertainties relate to factors beyond EA's, Bidco's and/or
Codemasters' control and include but are not limited to, general
business and market conditions (globally and locally), political,
economic and regulatory influences, industry trends and
competition, future interest and foreign exchange rates, changes in
government and regulation (including health and safety and
environmental), employment and labour relations, tax rates and any
future business acquisitions, combinations or disposals.
These forward-looking statements speak only as of the date of
this announcement. All subsequent oral or written forward-looking
statements attributable to EA, Bidco, Codemasters and/or the
Combined Group or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above. None of EA, Bidco or
Codemasters, nor any member of the EA Group or Codemasters Group,
respectively, assumes any obligation to revise or update any
forward-looking statement for any reason, except as required by law
or regulation.
For a discussion of important factors which could cause actual
results to differ from forward-looking statements in relation to
Codemasters, refer to the annual report and accounts for the
Codemasters Group for the financial year ended 31 March 2020 and
the unaudited consolidated interim financial statements of
Codemasters for the six months ended 30 September 2020.
EA's latest Quarterly Report on Form 10-Q, as well as in other
documents EA has filed with the U.S. Securities and Exchange
Commission, including EA's Annual Report on Form 10-K for the
fiscal year ended 31 March 2020, contains additional information
regarding forward-looking statements with respect to EA.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per ordinary share for Codemasters or EA, as appropriate,
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per
ordinary share for Codemasters or EA, as appropriate.
Publication on website and availability of hard copies
A copy of this announcement and the documents required to be
published pursuant to Rule 26.1 and Rule 26.2 of the Code will be
made available (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions), free of charge, on
Codemasters website at
www.codemasters.com/investors/#electronic-arts and on EA's website
at www.ea.com/codemasters-group by no later than 12.00 noon on the
Business Day following the date of this announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement, free of charge, by
contacting Link Market Services Limited, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU or by calling Link Market Services
Limited on +44 (0) 371 664 0321. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines
are open between 9.00 a.m. and 5.30 p.m. (London time), Monday to
Friday (excluding public holidays in England and Wales). For
persons who receive a copy of this announcement in electronic form
or via a website notification, a hard copy of this announcement
will not be sent unless so requested. In accordance with Rule 30.3
of the Code, a person so entitled may also request that all future
documents, announcements and information be sent to them in
relation to the Acquisition should be in hard copy form.
Information relating to Codemasters Shareholders
Addresses, electronic addresses and certain other information
provided by Codemasters Shareholders and other relevant persons for
the receipt of communications from Codemasters may be provided to
EA and Bidco during the Offer Period as required under Section 4 of
Appendix 4 of the Code.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 p.m. (London time) on the 10(th) Business Day
(as defined in the Code) following the commencement of the offer
period and, if appropriate, by no later than 3.30 p.m. (London
time) on the 10(th) Business Day (as defined in the Code) 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 per cent. 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 p.m.
(London time) on the Business Day (as defined in the Code)
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 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.
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END
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January 07, 2021 11:35 ET (16:35 GMT)
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