REG - Accrol Group Hldgs - Result of Court Meeting and General Meeting

Accrol groupAnnouncement

15/05/2024 15:15

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RNS Number : 5990O  Accrol Group Holdings PLC  15 May 2024

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

15 May 2024

RECOMMENDED CASH OFFER

for

ACCROL GROUP HOLDINGS PLC

by

NAVIGATOR PAPER UK LIMITED

(an indirect wholly owned subsidiary of The Navigator Company, S.A.)

(to be implemented by way of a scheme of arrangement

under Part 26 of the Companies Act 2006)

 

RESULT OF THE COURT MEETING AND THE GENERAL MEETING

On 22 March 2024, the boards of directors of Accrol Group Holdings plc
("Accrol") and Navigator Paper UK Limited ("Bidco") announced that they had
reached agreement on the terms of a recommended all-cash offer for the entire
issued and to be issued share capital of Accrol by Bidco (the "Offer"), such
Offer to be implemented by means of a Court sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").

On 17 April 2024, the scheme document in respect of the Offer (the "Scheme
Document") was published and made available to Accrol Shareholders and, for
information only, to participants in the Accrol Share Schemes.

On 3 May 2024, the boards of Accrol and Bidco announced (the "Increased and
Final Offer Announcement") that they had reached agreement on the terms of an
increased and final cash offer by Bidco for the entire issued and to be issued
share capital of Accrol (the "Increased and Final Offer"). Under the terms of
the Increased and Final Offer, Accrol Shareholders will be entitled to receive
39 pence in cash for each Accrol Share. As set out in the Increased and Final
Offer Announcement, the Scheme is to be modified to reflect the terms of the
Increased and Final Offer. The Increased and Final Offer is subject to the
terms and Conditions set out in the Scheme Document (as modified by the terms
of the Increased and Final Offer contained in the Increased and Final Offer
Announcement).

Capitalised terms used in this announcement ("Announcement") shall, unless
otherwise defined, have the same meanings as set out in the Scheme Document.

Results of the Court Meeting and the General Meeting

The board of Accrol is pleased to announce that, at the Court Meeting and
General Meeting (together, the "Meetings") each held earlier today, the
requisite majority of Scheme Shareholders voted (in person, by corporate
representative or by proxy) to approve the Scheme (as modified) at the Court
Meeting and the requisite majority of Accrol Shareholders (in person, by
corporate representative or by proxy) voted to pass the Resolution (as defined
below) in connection with the implementation of the Scheme (as modified),
including the amendment to Accrol's articles of association, at the General
Meeting.

The modification of the Scheme to reflect the terms of the Increased and Final
Offer was approved by 99.12 per cent. of Scheme Shares voted.

The Scheme (as modified) was approved by 32 Scheme Shareholders, together
representing 78.05 per cent. of Scheme Shareholders who voted (in person, by
corporate representative or by proxy) (see footnote ** to the table for the
Court Meeting below) and 99.12 per cent. by value of those Scheme Shares
voted.

The Resolution at the General Meeting was approved by 99.17 per cent. of
Accrol Shares voted (see footnote *** to the table for the General Meeting
below).

Overall, shares voted at the Court Meeting and General Meeting represented
78.21 per cent. and 77.06 per cent., respectively, of the issued share capital
of Accrol.

The resolutions were therefore duly passed. Details of the resolutions passed
are set out in the notice of the Court Meeting and the notice of the General
Meeting of Accrol contained in Part VIII (Notice of Court Meeting) and Part IX
(Notice of General Meeting), respectively, of the Scheme Document, which is
available (subject to certain restrictions relating to persons in Restricted
Jurisdictions) on Accrol's website at
https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc/
(https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc/)
and Navigator's website at
https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc
(https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc)
.

The total number of Accrol Shares in issue at the Voting Record Time was
318,878,097. Accrol does not hold any ordinary shares in treasury. Therefore,
the total voting rights in Accrol at the Voting Record Time were 318,878,097.

Voting results of the Court Meeting

The Court Meeting sought approval from holders of Scheme Shares for the Scheme
(as modified). Each Scheme Shareholder, present in person, by corporate
representative or by proxy, was entitled to vote one Scheme Share held at the
Voting Record Time and voting was by way of a poll.

Details of the votes cast were as follows:

 Results of the Court Meeting  No. of Scheme Shareholders who voted**  %* of no. of Scheme Shareholders who voted**  No. of Scheme Shares voted  %* of Scheme Shares voted  No. of Scheme Shares voted as a %* of the issued ordinary capital eligible to
                                                                                                                                                                            be voted at the Court Meeting
 For***                        32                                      78.05                                         247,198,464                 99.12                      77.52
 Against                       9                                       21.95                                         2,198,333                   0.88                       0.69
 Total                         36                                      100                                           249,396,797                 100                        78.21

Notes:

* Rounded to two decimal places.

** Where a Scheme Shareholder has cast some of their votes "for" and some of
their votes "against" the resolution, such Scheme Shareholder has been counted
as having voted both "for" and "against" the resolution for the purposes of
determining the number of Scheme Shareholders who voted as set out in this
column. In this instance, 5 Scheme Shareholders voted both "for" and "against"
and are therefore counted twice when calculating percentages, however, only 36
Scheme Shareholders voted in total.

*** Any proxy appointments which gave discretion to the Chair have been
included in the vote "For" total.

Voting results of the General Meeting

The General Meeting sought approval for a resolution for the purpose of giving
effect to the Scheme (as modified) and associated amendments to the articles
of association of the Company (the "Resolution").

Each Accrol Shareholder, present in person, by corporate representative or by
proxy, was entitled to one vote per Accrol Share held at the Voting Record
Time and voting was by way of a poll.

The Resolution was duly passed by the requisite majority.

Details of the votes cast were as follows:

 Results of the General Meeting  No. of Accrol Shares voted  % of Accrol Shares voted*  % of Accrol Shares voted as a % of the total number of Accrol Shares in issue*
 For**                           243,715,345                 99.17                      76.43
 Against                         2,029,666                   0.83                       0.64
 Withheld***                     30,516                      N/A                        N/A
 Total                           245,745,011                 100                        77.06

Notes:

* Rounded to two decimal places.

** Includes proxy appointments which gave discretion to the Chair of the
General Meeting.

*** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' or 'Against' the Resolution.

Next steps and timetable

The outcome of today's Meetings means that Conditions 2(a) and 2(b) (as set
out in Part III (Conditions to the implementation of the Scheme and to the
Offer) of the Scheme Document) have been satisfied. The Increased and Final
Offer remains subject to the satisfaction or (where applicable) waiver of the
remaining Conditions as set out in Part III (Conditions to the implementation
of the Scheme and to the Offer) of the Scheme Document, including (amongst
other things) the sanction of the Scheme (as modified) by the Court at the
Sanction Hearing and the delivery of a copy of the Court Order to the
Registrar of Companies for registration.

 

The expected timetable of principal events for the implementation of the
Scheme (as modified) is as set out below. The dates are indicative only and
are subject to change. The dates will depend, among other things, on the dates
upon which: (i) the Conditions are satisfied or (if capable of waiver) waived;
(ii) the Court sanctions the Scheme (as modified); and (iii) a copy of the
Court Order is delivered to the Registrar of Companies for registration.

 

If any of the expected times and/or dates change, the revised times and/or
dates will be notified by Accrol through a Regulatory Information Service. Any
revisions or changes to these dates and/or times will be notified in the same
way.

 

All references to times are to times in London unless otherwise stated.

 

 Event                                                                           Time and/or date (2024)
 Court Sanction Hearing                                                          22 May
 Last day of dealings in, and for registration of transfers of, and disablement  23 May
 in CREST of, Accrol Shares
 Scheme Record Time                                                              6.00 p.m. on 23 May
 Dealings in Accrol Shares suspended                                             at or around 7.30 a.m. on 24 May
 Effective Date of the Scheme                                                    24 May
 Cancellation of admission of Accrol Shares to trading on AIM                    by no later than 8.00 a.m. on 28 May
 Latest date for despatch of cheques and crediting of CREST for Consideration    7 June
 due under the Scheme (as modified)
 Long Stop Date                                                                  30 June ((1))

(1)     This is the latest date by which the Scheme (as modified) may
become Effective unless Bidco and Accrol agree (and the Panel and, if
required, the Court permit) a later date or if the Panel requires an extension
to the Long Stop Date pending final determination of an issue under section
3(g) of Appendix 7 to the Takeover Code.

 

Enquiries:

 Bidco                                                              +(351) 219 017 411
 Fernando Araújo, Executive Board Member
 António Neto Alves, General Counsel

 Rothschild & Co (Financial adviser to Bidco)                       +44 (0) 207 280 5000
 Stuart Vincent

 Joe Boyd-Morritt

 Accrol
 Daniel Wright, Executive Chairman

 Gareth Jenkins, Chief Executive Officer
 Christopher Welsh, Chief Financial Officer

 Stifel (Rule 3 adviser and lead financial adviser to Accrol)       +44 (0) 207 710 7600
 Celedonio Moncayo / Henry Newbould
 Nick Harland / Richard Short

 Zeus (Joint financial adviser and nominated adviser to Accrol)     +44 (0) 161 831 1512
 Dan Bate / Jordan Warburton

 Belvedere Communications Limited (Financial PR adviser to Accrol)  +44 (0) 7715 769 078
 Cat Valentine

 Keeley Clarke

Eversheds Sutherland (International) LLP is retained as legal adviser to the
Wider Navigator Group.

Addleshaw Goddard LLP is retained as legal adviser to Accrol.

Important Notices Relating to Financial Advisers

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for the Wider Navigator Group  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 in this
Announcement and will not be responsible to anyone other than Wider Navigator
Group  for providing the protections afforded to clients of Rothschild &
Co nor for providing advice in relation to any matter referred to in this
Announcement or any transaction or arrangement referred to herein. Neither
Rothschild & Co 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 Rothschild & Co in connection with this Announcement, any
statement contained herein, any transaction or arrangement referred to herein,
or otherwise.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as Rule 3 adviser and lead financial adviser for Accrol and for no
one else in connection with the matters set out or referred to in this
Announcement and will not be responsible to anyone other than Accrol for
providing the protections offered to clients of Stifel nor for providing
advice in relation to the matters set out or referred to in this Announcement.
Neither Stifel 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
Stifel in connection with this Announcement, any matter or statement set out
or referred to herein or otherwise.

Zeus Capital Limited ("Zeus"), which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively as joint financial adviser and
nominated adviser for Accrol and for no one else in connection with the
matters set out or referred to in this Announcement and will not be
responsible to anyone other than Accrol for providing the protections afforded
to its clients or for providing advice in relation to the matters set out or
referred to in this Announcement. Neither Zeus nor any of its subsidiaries,
affiliates or branches owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Zeus in
connection with this Announcement, any statement or other matter or
arrangement referred to 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 or invitation to purchase,
otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Increased and Final Offer or otherwise.

The Increased and Final Offer will be subject to English law and to the
applicable requirements of the Takeover Code, the Panel, the AIM Rules, the
London Stock Exchange and the FCA.

The Increased and Final Offer will be made solely by the Scheme Document (as
modified by the terms of the Increased and Final Offer contained in the
Increased and Final Offer Announcement) (or, in the event that the Increased
and Final Offer is to be implemented by means of a Takeover Offer, the Offer
Document), which will contain the full terms and conditions of the Increased
and Final Offer, including details of how to vote in respect of the Scheme.
Any voting decision or response in relation to the Increased and Final Offer
should be made solely on the basis of the Scheme Document. Accrol Shareholders
are advised to read the formal documentation in relation to the Increased and
Final Offer carefully once it has been published. Each Accrol Shareholder is
urged to consult their independent professional adviser regarding the tax
consequences of the Increased and Final Offer.

This Announcement does not constitute a prospectus or a prospectus equivalent
document.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the FSMA.

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are not resident in the United Kingdom or who are subject to the
laws of any jurisdiction other than the United Kingdom (including Restricted
Jurisdictions) should inform themselves about, and observe, any applicable
legal or regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom or who are subject to the laws of
another jurisdiction to vote their Accrol Shares in respect of the Scheme (as
modified) at the Court Meeting or the General Meeting, or to execute and
deliver Forms of Proxy appointing another to vote at the Court Meeting 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 or regulations in
that jurisdiction. To the fullest extent permitted by applicable law or
regulations, the companies and persons involved in the Increased and Final
Offer disclaim any responsibility or liability for the violation of such
restrictions by any person.

This Announcement has been prepared for the purpose of complying with English
law and the Takeover 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.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Increased and Final Offer will
not be made, directly or indirectly, in or into or by use of the mails or any
other means or instrumentality (including, without limitation, telephonic or
electronic) 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 the Increased
and Final Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted Jurisdiction if to do
so would constitute a violation of the laws in that jurisdiction. Accordingly,
copies of this Announcement and any formal documentation relating to the
Increased and Final Offer 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 or any jurisdiction where to do so would
constitute a violation of the laws of such 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. Doing so may render invalid any related purported vote in
respect of acceptance of the Increased and Final Offer.

Further details in relation to Accrol Shareholders in overseas jurisdictions
can be found in the Scheme Document.

Notice to U.S. Investors in Accrol

The Increased and Final Offer relates to the shares of a company registered
under the laws of England and Wales and is being made by way of a scheme of
arrangement provided for under Part 26 of the Companies Act. The Increased and
Final Offer, implemented by way of a scheme of arrangement, is not subject to
the tender offer rules or the proxy solicitation rules under the U.S. Exchange
Act. Accordingly, the Increased and Final Offer is subject to the disclosure
requirements and practices applicable to a scheme of arrangement involving a
target company in England with its securities admitted to trading on the
London Stock Exchange, which differ from the disclosure requirements of U.S.
tender offer and proxy solicitation rules. If, in the future, Bidco exercises
its right to implement the Increased and Final Offer by way of a Takeover
Offer and determines to extend the Takeover Offer into the United States, the
Increased and Final Offer will be made in compliance with applicable U.S. laws
and regulations including Sections 14(d) and 14(e) of the U.S. Exchange Act
and Regulations 14D and 14E thereunder. Such a Takeover Offer would be made in
the United States by Bidco and no one else.

The financial information included in this Announcement has been prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to financial information of U.S. companies or companies
whose financial statements are prepared in accordance with U.S. generally
accepted accounting principles. None of the financial information in this
Announcement has been audited in accordance with auditing standards generally
accepted in the United States or the auditing standards of the Public Company
Accounting Oversight Board (United States).

It may be difficult for U.S. Accrol Shareholders to enforce their rights and
any claim arising out of the U.S. federal securities laws or the laws of any
state or other jurisdiction in the United States in connection with the
Increased and Final Offer, because Accrol is located in a non-U.S. country,
and some or all of its officers and directors may be residents of a non-U.S.
country. U.S. Accrol Shareholders may not be able to sue a non-U.S. company or
its officers or directors in a non-U.S. court for violations of the U.S.
federal securities laws or the laws of any state or other jurisdictions in the
United States. Further, it may be difficult to compel a non-U.S. company and
its affiliates to subject themselves to a U.S. court's jurisdiction or
judgment.

U.S. Accrol Shareholders also should be aware that the Increased and Final
Offer may have tax consequences in the United States and that such
consequences, if any, are not described herein. U.S. Accrol Shareholders are
urged to consult with legal, tax and financial advisers in connection with
making a decision regarding the Increased and Final Offer.

Forward-looking Statements

This Announcement (including any information incorporated by reference in this
Announcement), oral statements made regarding the Increased and Final Offer,
and other information published by Navigator, Bidco or Accrol contain
statements which are, or may be deemed to be, "forward-looking statements"
with respect to Navigator, Bidco, Accrol and the Enlarged Navigator Group.
These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "aim", "will", "may", "would", "could" or
"should" or other words of similar meaning or the negative thereof.
Forward-looking statements include statements relating to the following: (i)
future capital expenditures, expenses, revenues, economic performance,
synergies, financial conditions, market growth, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion
and growth of the operations of the Navigator Group or the Accrol Group; and
(iii) the effects of government regulation on the business of the Navigator
Group or the Accrol Group. There are many factors which could cause actual
results to differ materially from those expressed or implied in
forward-looking statements. Among such factors are the satisfaction (or, where
permitted, waiver) of the Conditions as well as additional factors, such as
domestic and global business and economic conditions; the impact of pandemics,
asset prices; market-related risks such as fluctuations in interest rates and
exchange rates, industry trends, competition, changes in government and
regulation, changes in the policies and actions of governments and/or
regulatory authorities (including changes related to capital and tax), changes
in political and economic stability (including exposures to terrorist
activities, the UK's exit from the European Union, Eurozone instability, the
Russia-Ukraine conflict), disruption in business operations due to
reorganisation activities, interest rate, inflation, deflation and currency
fluctuations, the timing impact and other uncertainties of future or planned
acquisitions or disposals or offers, the inability of the Enlarged Navigator
Group to realise successfully any anticipated synergy benefits when the
Increased and Final Offer is implemented (including changes to the board
and/or employee composition of the Enlarged Navigator Group), the inability of
the Navigator Group to integrate successfully the Accrol Group's operations
and programmes when the Increased and Final Offer is implemented, the Enlarged
Navigator Group incurring and/or experiencing unanticipated costs and/or
delays (including IT system failures, cyber-crime, fraud and pension scheme
liabilities), or difficulties relating to the Increased and Final Offer when
the Increased and Final Offer is implemented. Other unknown or unpredictable
factors could affect future operations and/or cause actual results to differ
materially from those in the forward-looking statements. Such forward-looking
statements should therefore be construed in the light of such factors.

These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. By their nature, these
forward-looking statements involve known and unknown risks and uncertainties
(and other factors that are in many cases beyond the control of Accrol,
Navigator and/or Bidco) because they relate to events and depend on
circumstances that will occur in the future. The factors described in the
context of such forward-looking statements in this Announcement may cause the
actual results, performance or achievements of any such person, or industry
results and developments, to be materially different from any results,
performance or achievements expressed or implied by such forward-looking
statements. No assurance can be given that such expectations will prove to
have been correct and persons reading this Announcement are therefore
cautioned not to place undue reliance on these forward-looking statements
which speak only as at the date of this Announcement. None of the Navigator
Group nor Accrol Group, nor any of their respective associates or directors,
officers or advisers, provide any representation, warranty, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually occur. All
subsequent oral or written forward-looking statements attributable to
Navigator, Bidco or Accrol or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this section. Other than in accordance with their legal or regulatory
obligations (including under the Takeover Code, MAR and the AIM Rules),
neither of Navigator, Bidco nor Accrol is under or undertakes any obligation,
and each of the foregoing expressly disclaims any intention or obligation, to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

No Profit Forecasts, Estimates or Quantified Financial Benefits Statements

No statement in this Announcement is intended, or is to be construed, as a
profit forecast or estimate for any period or a quantified financial benefits
statement and no statement in this Announcement should be interpreted to mean
that earnings or earnings per ordinary share, for Navigator, Bidco or Accrol,
respectively for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per ordinary share for
Navigator, Bidco or Accrol, respectively.

Electronic Communication - Information Relating to Accrol Shareholders

Addresses, electronic addresses and certain other information provided by
Accrol Shareholders, persons with information rights and other relevant
persons for the receipt of communications from Accrol may be provided to Bidco
during the Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website

A copy of this Announcement shall be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Accrol's and Navigator's websites, free of charge, at
https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc
(https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc)
and https://www.the
(https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc)
navigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc
(https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc)
 and by no later than 12 noon (London time) on the Business Day following the
date of this Announcement.

For the avoidance of doubt, 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.

Hard Copy Documents

In accordance with Rule 30.3 of the Takeover Code, Accrol Shareholders,
persons with information rights and participants in the Accrol Share Schemes
may request a hard copy of this Announcement by contacting Accrol's registrar,
Link Group, on +44 (0) 371 664 0300. Calls are charged at the standard
geographic rate and will vary by provider. Calls from outside the United
Kingdom will be charged at the applicable international rate. The helpline is
open between 9.00 a.m. to 5.30 p.m. (London time), Monday to Friday excluding
for 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. 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, subject to applicable securities laws, also request that all future
documents, announcements and information be sent to them in relation to the
Increased and Final Offer in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure Requirements of the Takeover Code

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 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) of
the Takeover Code applies must be made by no later than 3.30 p.m. (London
time) on the 10th business day (as defined in the Takeover Code) following the
commencement of the Offer Period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day (as defined in the Takeover 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 Takeover 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 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 p.m.
(London time) on the business day (as defined in the Takeover 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 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 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.

 

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