Exova Group PLC Possible Offer for Exova Group plc (5380A)
27 Marzo 2017 - 8:00AM
UK Regulatory
TIDMEXO
RNS Number : 5380A
Exova Group PLC
27 March 2017
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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
27 March 2017
Possible Offer for Exova Group plc ("Exova")
The Board of Exova (the "Board") notes the recent speculation
and confirms that the Board has received proposals from Element
Materials Technology, Jacobs Holding AG and PAI Partners SAS
("Possible Offerors") regarding a possible cash offer for Exova
(the "Possible Offers"). The Possible Offers are conditional on,
amongst other things, completion of due diligence and the
recommendation of the Board.
The Board is in discussions with the Possible Offerors regarding
the Possible Offers.
As required by Rule 2.6(a) of the Takeover Code (the "Code"),
each Possible Offeror is required, by not later than 5.00 p.m. on
24 April 2017, to either announce a firm intention to make an offer
in accordance with Rule 2.7 of the Code or 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. This
deadline may be extended with the consent of Exova and the Takeover
Panel in accordance with Rule 2.6(c) of the Code.
There can be no certainty that any firm offer will be made by
any of the Possible Offerors or the terms on which any offer might
be made. A further announcement will be made in due course.
This statement is being made by Exova without the prior
agreement or approval of the Possible Offerors.
Enquiries
Exova Group plc Tel: +44 7920 243 393
Andrew Pickup, Corporate
Affairs Director
Goldman Sachs International Tel: +44 20 7774 1000
Anthony Gutman
Nick Harper
Jose Barreto
Alex Garner
Duncan Stewart (Corporate
Broking)
Powerscourt Group
Peter Ogden Tel: +44 20 7549 0997
Andy Jones Tel: +44 7766 024 408
Important notices
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for Exova and no one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than Exova for providing
the protections afforded to clients of Goldman Sachs International,
or for providing advice in relation to the matters referred to in
this announcement.
Disclosure requirements of the Takeover 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. 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.
Rule 2.9
In accordance with Rule 2.9 of the Code, Exova confirms that, as
at the close of business on 24 March 2017, it has 250,490,374
ordinary shares of one pence each in issue and admitted to trading
on the main market of the London Stock Exchange. The International
Securities Identification Number for the ordinary shares is
GB00BPXRVT80.
Publication of this announcement
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, at www.Exova.com, by no later than 12 noon (London
time) on 27 March 2017. The content of the website referred to in
this announcement 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
OFDEASDKAAEXEFF
(END) Dow Jones Newswires
March 27, 2017 02:00 ET (06:00 GMT)
Grafico Azioni Exova (LSE:EXO)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Exova (LSE:EXO)
Storico
Da Lug 2023 a Lug 2024