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RNS Number : 3238U
Sanne Group PLC
29 July 2022
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
29 July 2022
Sanne Group plc
(Sanne)
Rule 2.9 Announcement
Sanne announces that it has today issued 1,044,648 ordinary
shares of GBP0.01 each ("Ordinary Shares") in the capital of Sanne
to the Sanne Employee Benefit Trust ("EBT") and has transferred to
the EBT 98,533 Ordinary Shares held by it in treasury
("Transfer").
In accordance with Rule 2.9 of the City Code on Takeovers and
Mergers, Sanne confirms that, as at the date and time of this
announcement ("Announcement"), Sanne has 163,985,967 Ordinary
Shares in issue. Following the Transfer, Sanne does not hold any
Ordinary Shares in treasury.
The International Securities Identification Number for the
Ordinary Shares is JE00BVRZ8S85.
Capitalised terms in this Announcement, unless otherwise
defined, have the same meaning as set out in the scheme document
published by Sanne on 10 September 2021.
Enquiries
Sanne
Becky Moore, Company Secretary +44 (0) 20 3327 9720
J.P. Morgan Securities plc
("J.P. Morgan Cazenove") (Joint
Financial Adviser and Joint
Corporate Broker to Sanne)
Nicholas Hall, Jeremy Capstick,
Celia Murray, Harmeet Singh
Chadha +44 (0) 20 7742 4000
Jefferies International Limited
("Jefferies") (Joint Financial
Adviser and Joint Corporate
Broker to Sanne)
Philip Noblet, Daniel Frommelt,
Simon Hardy, James Thomlinson,
William Brown +44 (0) 20 7029 8000
Further information
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove, which is authorised in
the UK by the Prudential Regulatory Authority and regulated in the
UK by the Financial Conduct Authority and the Prudential Regulatory
Authority, is acting as financial adviser exclusively for Sanne and
no one else in connection with the Acquisition and will not regard
any other person as its client in relation to the Acquisition and
will not be responsible to anyone other than Sanne for providing
the protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, nor for providing advice in connection with the
Acquisition or any matter or arrangement referred to herein.
Jefferies International Limited, which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for Sanne and no one else in connection with the matters set out in
this Announcement and will not be responsible to anyone other than
Sanne for providing the protections afforded to clients of
Jefferies nor for providing advice in relation to the matters
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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one 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 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 one 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 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 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 a website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Sanne's website at www.sannegroup.com and Apex's
website at www.theapexgroup.com by no later than 12 noon (London
time) on the business day following this Announcement. For the
avoidance of doubt, the contents of these websites are not
incorporated by reference and do not form part of this
Announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, Sanne Shareholders,
persons with information rights and participants in Sanne Share
Plans may request a hard copy of this Announcement by contacting
Sanne's Registrar during business hours on 0371 384 2030 (from
within the UK) or on +44 (0)121 415 7047 (from outside the UK) or
by submitting a request in writing to the Registrar at Corporate
Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA,
UK. 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. Such persons may
also request that all future documents, announcements and
information to be sent to you in relation to the Acquisition should
be in hard copy form.
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END
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