Essenden PLC Stmnt re Share Price Movement (1062I)
20 Marzo 2015 - 6:27PM
UK Regulatory
TIDMESS TIDMTTM
RNS Number : 1062I
Essenden PLC
20 March 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 is an announcement falling under Rule 2.4 of the Takeover
Code and does not constitute an announcement of a firm intention to
make an offer under Rule 2.7 of the Takeover Code. There can be no
certainty that an offer will be made nor as to the terms on which
any offer might be made.
20 March 2015
Essenden PLC
("Essenden" or the "Company")
Statement re: rise in the Company's share price
Essenden notes the recent rise in the Company's share price and
announces that it has received a preliminary approach from Harwood
Capital LLP regarding a possible acquisition of the entire issued
and to be issued share capital of the Company pursuant to the
review of its strategic options referred to in Essenden's results
announcement made on 12 March 2015. The discussion is highly
preliminary but included, among other things, the possibility of an
acquisition of the entire issued and to be issued share capital of
Essenden. There is no certainty that this approach will lead to an
offer being made for the Company.
Rule 2.6(a) of the City Code on Takeovers and Mergers (the
"Code") requires Harwood Capital LLPby not later than 5.00 p.m. on
19 April 2015 (the "relevant deadline"), either to announce a firm
intention to make an offer for Essenden in accordance with Rule 2.7
of the Code or to 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. The relevant
deadline will only be extended with the consent of The Takeover
Panel in accordance with Rule 2.6(c) of the Code.
Pursuant to Rule 2.10 of the Code the Company confirms that
there are 50,145,040 ordinary shares of 1p in issue with
International Securities Identification Number GB00B64FXD65.
A further announcement will be made as appropriate.
A summary is set out below of the dealing disclosure
requirements under the Takeover Code, which require action by
holders of 1 per cent. or more of the Company's issued share
capital.
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be available on the Company's website
www.essenden.com. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Enquiries:
Essenden Plc Tel: 020 8879 3932
Nick Basing
Richard Darwin
Cenkos Securities plc Tel: 020 7397 8900
Nicholas Wells, Max Hartley (Corporate Finance)
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover 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 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 per cent 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 of the Takeover Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover
Code 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 of the Takeover Code.
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 of
the Takeover Code).
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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