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RNS Number : 1636H
Sanne Group PLC
02 August 2021
Sanne Group plc
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 CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE
MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
2 August 2021
Sanne Group plc
("Sanne" or the "Company")
Possible Cash Offer from Apex Group Ltd. ("Apex")
The Board of Sanne announces that it is in advanced discussions
with Apex regarding a possible offer to be made by Apex for the
entire issued, and to be issued, share capital of the Company at a
price of 920 pence per Sanne share, in cash ("Possible Offer"). The
Possible Offer represents a premium of:
-- 52.6 percent to Sanne's closing share price of 603 pence on
13(th) May 2021 being the day prior to the commencement of the
current offer period; and
-- 51.6 percent to the volume weighted average Sanne share price
of 607 pence over the 90-day period ending on 13(th) May 2021.
Having considered the Possible Offer, together with its
financial advisers, J.P. Morgan Cazenove and Jefferies, the Board
of Sanne has indicated to Apex that the Possible Offer is at a
value that the Board would recommend, should a firm intention to
make an offer pursuant to Rule 2.7 of the Code be announced on such
terms. The Possible Offer is subject to a limited number of
pre-conditions, including the satisfactory completion of
confirmatory due diligence.
Apex is well advanced in its due diligence review and is working
closely with Sanne to complete the review as quickly as
possible.
There can be no certainty that any offer will be made even if
the pre-conditions referred to above are satisfied or waived. A
further announcement will be made if and when appropriate.
In accordance with Rule 2.6(a) of the Code, Apex must, by not
later than 5.00 p.m. on 30 August 2021, either announce a firm
intention to make an offer for Sanne 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 can be extended with
the consent of the Panel on Takeovers and Mergers in accordance
with Rule 2.6(c) of the Code.
Pursuant to Rule 2.5 of the Code, Apex reserves the right to
vary the form and / or mix of the offer consideration and vary the
transaction structure. Apex also reserves the right to amend the
terms of any offer (including making the offer at a lower
value):
a) with the recommendation or consent of the Sanne Board;
b) if Sanne announces, declares or pays any dividend or any
other distribution or return of value to shareholders after the
date of this announcement, in which case Apex reserves the right to
make an equivalent reduction to the Possible Offer;
c) following the announcement by Sanne of a whitewash transaction pursuant to the Code; or
d) if a third party announces a firm intention to make an offer
for Sanne on less favourable terms.
This announcement is made with the consent of Apex.
Enquiries
Sanne Group plc +44 (0) 20 3327 9720
Martin Schnaier, Chief Executive Officer
James Ireland, Chief Financial Officer
J.P. Morgan Cazenove +44 (0) 20 7742 4000
(Joint Financial Adviser & Joint Corporate Broker to
Sanne)
Nicholas Hall
Jeremy Capstick
Celia Murray
Harmeet Singh Chadha
Jefferies International Limited +44 (0) 20 7029 8000
(Joint Financial Adviser & Joint Corporate Broker to
Sanne)
Philip Noblet
Daniel Frommelt
Simon Hardy
James Thomlinson
Tulchan Communications LLP +44 (0) 20 7353 4200
(Media Relations)
Tom Murray
Harry Cameron
Apex Chief Marketing Officer
Rosie Guest +44 (0) 20 3961 1436
BofA Securities +44 (0) 20 7628 1000
(Joint Financial Advisers to Apex)
Geoff Iles
Cara Griffiths (Corporate Broking)
Richard Bos
Jack Williams
Rothschild & Co +44 (0) 20 7280 5000
(Joint Financial Advisers to Apex)
Ravi Gupta
Martin Tomaszewski
David Morrison
Important notices
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise. This is an announcement under Rule 2.4
of the Code and does not constitute an announcement of a firm
intention to make an offer under Rule 2.7 of the Code.
The release, publication or distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes
should inform themselves about, and observe such restrictions. Any
failure to comply with such restrictions may constitute a violation
of the securities law of any such jurisdiction.
Disclaimer
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove, ("J.P. Morgan Cazenove")
and which is authorised by the Prudential Regulation Authority (the
"PRA") and regulated in the UK by the Financial Conduct Authority
(the "FCA") and the PRA, is acting as financial adviser exclusively
for Sanne and 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 set out in this announcement and
shall not be responsible to anyone other than Sanne for providing
the protections afforded to clients of J.P. Morgan or its
affiliates, nor for providing advice in connection with any matter
or arrangement referred to herein.
Jefferies International Limited, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Sanne and no one else in connection with
the possible offer and will not be responsible to anyone other than
Sanne for providing the protections afforded to clients of
Jefferies International Limited nor for providing advice in
relation to the possible offer or any other matters referred to in
this announcement. Neither Jefferies International Limited 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 International Limited in connection with
this announcement, any statement contained herein or otherwise.
Merrill Lynch International ("BofA Securities"), a subsidiary of
Bank of America Corporation, 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 Apex in connection with the
matters set out in this announcement and for no one else and will
not be responsible to anyone other than Apex for providing the
protections afforded to its clients or for providing advice in
relation to the subject matter of this announcement or any other
matters referred to in this announcement.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority ("FCA") in the United Kingdom, is acting exclusively for
Apex and for no one else in connection with the subject matter of
this announcement and will not be responsible to anyone other than
Apex for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this
announcement.
Disclosure requirements of the Takeover Code (the "Code")
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 pm on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm 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 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, 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 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 Takeover 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 on the Company's website
(www.sannegroup.com) no later than 12 noon (London time) on the
Business Day following the date of this Announcement. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
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END
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