REG - Brookfield Asst Mgmt Homeserve Plc - Disclosure under Rule 26

BrookfieldAnnouncement

28/12/2022 16:45

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RNS Number : 1188L  Brookfield Asset Management Inc  28 December 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

 

FOR IMMEDIATE RELEASE

 

28 December 2022

 

Disclosure under Rule 26 in respect of

 

RECOMMENDED CASH OFFER

for

HOMESERVE PLC

by

HESTIA BIDCO LIMITED

 

(an indirect subsidiary of funds advised or managed by affiliates of
Brookfield Infrastructure Partners L.P.)

 

to be effected by means of a Scheme of Arrangement under

Part 26 of the Companies Act 2006

 

 

On 19 May 2022, the boards of directors of HomeServe plc ("HomeServe") and
Hestia Bidco Limited ("Bidco") (an indirect subsidiary of funds advised or
managed by affiliates of Brookfield Infrastructure Partners L.P.
("Brookfield")) announced that they had agreed the terms of a recommended cash
offer pursuant to which Bidco will acquire the entire issued and to be issued
share capital of HomeServe (the "Acquisition"), to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme"). The circular in relation to the Scheme (the "Scheme Document")
was published on 16 June 2022.

 

On 21 December 2022, HomeServe announced that the High Court of Justice in
England and Wales had sanctioned the Scheme at the Scheme Court Hearing held
on 21 December 2022.

 

In accordance with Rule 26 of the City Code on Takeovers and Mergers (the
"Code"), Bidco is today announcing that the website of Bidco has been updated
to include certain financing documents, including the:

i.    senior bridge facilities agreement as between among others, Bidco,
the Agent, and the Security Agent;

ii.    intercreditor agreement, among others, Bidco, the Agent, the
Security Agent and the Original Lenders;

iii.   floating charge security agreement to be entered into by Bidco and
the Security Agent;

iv.   certificate of Bidco certifying and confirming various matters
relating to the senior bridge facilities agreement; and

v.   closing certificate provided by Bidco to the Agent in connection with
the senior bridge facilities agreement

 

(the "Finance Documents").

 

Copies of the Finance Documents are now available on Bidco's website at
http://www.hestia-offer.com/ (http://www.hestia-offer.com/) .

 

Capitalised terms used but not defined in this announcement (the
"Announcement") have the meanings given to them in the Scheme Document. All
references in this Announcement to times are to London time unless otherwise
stated.

 

 

 

 

Enquiries:

 HomeServe
 Miriam McKay - Group Communications and IR Director                         +44 (0) 7795 062564

 J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to HomeServe)
 Richard Walsh                                                               +44 (0) 20 7742 4000

 Carsten Woehrn

 James Robinson

 Gerard Breen

 UBS (Financial Adviser and Corporate Broker to HomeServe)
 Craig Calvert                                                               +44 (0) 20 7567 8000

 James Donovan

 David Sissons

 Romine Hakme

 Goldman Sachs International (Financial Adviser to HomeServe)
 Anthony Gutman                                                              +44 (0) 20 7774 1000

 Chris Emmerson

 Sara Hanlon

 Mitul Patel

 Tulchan Group (PR Adviser to HomeServe)
 Martin Robinson                                                             +44 (0) 20 7353 4200

 Lisa Jarrett-Kerr

 Bidco and Brookfield
 Investor Enquiries
 Kate White                                                                  +1 416 956 5183

 Media Enquiries
 Simon Maine                                                                 +44 (0) 7389 909278

 Deutsche Bank AG, London Branch (Lead Financial Adviser to Bidco)
 Abid Chaudhri                                                               +44 (0) 20 7545 8000

 Stephen Paine

 Basile Benoit

BofA Securities is also acting as financial adviser to Bidco.

Slaughter and May are retained as legal adviser to HomeServe. Linklaters LLP
and White & Case LLP are retained as legal advisers to Brookfield and
Bidco.

Bank of America Europe Designated Activity Company, Deutsche Bank AG, London
Branch, MUFG Bank, Ltd. and Royal Bank of Canada are acting as mandated lead
arrangers and bookrunners in connection with the Interim Facilities Agreement.

Important notice

This Announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer to sell or subscribe for or any
invitation to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise.

The Acquisition shall be made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, the offer document)
which, together with the Forms of Proxy, shall contain the full terms and
Conditions of the Acquisition.

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

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

Disclaimers

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United
Kingdom by the Prudential Regulation Authority and regulated in the United
Kingdom by the Prudential Regulation Authority and the Financial Conduct
Authority. J.P. Morgan Cazenove is acting as financial adviser for HomeServe
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 HomeServe for providing the protections
afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for
providing advice in relation to the Acquisition or any matter or arrangement
referred to herein.

UBS AG London Branch ("UBS" or "UBS Investment Bank") is authorised and
regulated by the Financial Market Supervisory Authority in Switzerland. It is
authorised by the Prudential Regulation Authority and subject to regulation by
the Financial Conduct Authority and limited regulation by the Prudential
Regulation Authority in the United Kingdom. UBS is acting as financial adviser
and corporate broker to HomeServe and no one else in connection with the
matters set out in this Announcement. In connection with such matters, UBS,
its affiliates, and its or their respective directors, officers, employees and
agents will not regard any other person as its client, nor will it be
responsible to any other person for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement or any other matter referred to herein.

Goldman Sachs International ("Goldman Sachs"), 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 HomeServe and no one else in connection with the
matters referred to in this Announcement and will not be responsible to anyone
other than HomeServe for providing the protections afforded to clients of
Goldman Sachs or for providing advice in connection with the matters referred
to in this Announcement. Neither Goldman Sachs 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 Goldman Sachs in connection with the matters
referred to in this Announcement.

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the US Exchange Act, each of J.P. Morgan Cazenove, UBS and Goldman
Sachs and their respective affiliates will continue to act as exempt principal
trader in HomeServe securities on the London Stock Exchange. These purchases
and activities by exempt principal traders which are required to be made
public in the United Kingdom pursuant to the Code will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com. This information will also be
publicly disclosed in the United States to the extent that such information is
made public in the United Kingdom.

Deutsche Bank AG is a joint stock corporation incorporated with limited
liability in the Federal Republic of Germany, with its head office in
Frankfurt am Main where it is registered in the Commercial Register of the
District Court under number HRB 30 000. Deutsche Bank AG is authorised under
German banking law. The London branch of Deutsche Bank AG is registered in the
register of companies for England and Wales (registration number BR000005)
with its registered address and principal place of business at Winchester
House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG is
authorised and regulated by the European Central Bank and the German Federal
Financial Supervisory Authority (BaFin). With respect to activities undertaken
in the UK, Deutsche Bank AG is authorised by the Prudential Regulation
Authority with deemed variation of permission. It is subject to regulation by
the FCA and limited regulation by the Prudential Regulation Authority. Details
about the Temporary Permissions Regime, which allows EEA-based firms to
operate in the UK for a limited period while seeking full authorisation, are
available on the FCA's website. Deutsche Bank AG, London Branch ("Deutsche
Bank") is acting exclusively as financial adviser to Bidco and no one else in
connection with the matters described in this Announcement and will not be
responsible to anyone other than Bidco for providing the protections afforded
to clients of Deutsche Bank nor for providing advice in connection with the
subject matter of this Announcement or any other matter referred to in this
Announcement.

Merrill Lynch International ("BofA Securities"), a subsidiary of Bank of
America Corporation, which is authorised by the Prudential Regulation
Authority and regulated by the FCA and the Prudential Regulation Authority in
the United Kingdom, is acting exclusively for Bidco in connection with the
matters set out in this Announcement and for no one else and will not be
responsible to anyone other than Bidco 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.
Neither BofA Securities, 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 BofA Securities in connection with this Announcement, any statement
contained herein or otherwise.

No person has been authorised to give any information or make any
representations other than those contained in this Announcement and, if given
or made, such information or representations must not be relied upon as having
been authorised by HomeServe, the HomeServe Directors, Bidco, the Bidco
Directors, Brookfield or by J.P. Morgan Cazenove, UBS, Goldman Sachs, Deutsche
Bank or BofA Securities or any other person involved in the Acquisition.
Neither the publication of this Announcement nor holding the Meetings, the
Scheme Court Hearing, or filing the Court Order shall, under any
circumstances, create any implication that there has been no change in the
affairs of the HomeServe Group or the Bidco Group since the date of this
Announcement or that the information in, or incorporated into, this
Announcement is correct as at any time subsequent to its date.

Overseas Shareholders

This Announcement has been prepared for the purposes of complying with English
and Welsh law, the Takeover Code, the Market Abuse Regulation, the Disclosure
Guidance and Transparency Rules and the Listing Rules 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 and Wales.

The availability of the Acquisition to HomeServe Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such jurisdiction. To
the fullest extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. Further details in relation to
overseas shareholders are contained in the Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction. Copies of this
Announcement and any formal documentation relating to the Acquisition 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 and persons
receiving such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it in or into or from any
Restricted Jurisdiction. If the Acquisition is implemented (with the consent
of the Panel and subject to and in accordance with the terms of the
Cooperation Agreement) by way of a Takeover Offer (unless otherwise permitted
by applicable law and regulation), the Takeover Offer may not be made directly
or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.

The Acquisition shall be subject to, among other things, the applicable
requirements of the Takeover Code, the Panel, the London Stock Exchange and
the FCA.

Additional Information for US investors

The Acquisition relates to shares in a UK company and is proposed to be
effected by means of a scheme of arrangement under the laws of England and
Wales. US HomeServe Shareholders should note that the Scheme relates to the
shares of a UK company and will be governed by the laws of England and Wales.
Neither the proxy solicitation rules nor the tender offer rules under the US
Exchange Act will apply to the Acquisition or the Scheme. Moreover, the
Acquisition and the Scheme are subject to the disclosure requirements and
practices applicable in England to schemes of arrangement, which differ from
the disclosure requirements of the proxy solicitation rules and tender offer
rules under the US Exchange Act.

The financial information included in this Announcement has been prepared in
accordance with accounting standards applicable in the United Kingdom and may
not be comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the US.

However, if, in the future, Bidco were to elect (with the consent of the Panel
and subject to and in accordance with the terms of the Cooperation Agreement)
to implement the Acquisition by means of a Takeover Offer and determines to
extend such Takeover Offer into the US, such Takeover Offer would be made in
compliance with all applicable US laws and regulations, including Section
14(e) of the US Exchange Act and Regulation 14E. Such a Takeover Offer would
be made in the US by Bidco and no one else.

Neither the SEC nor any securities commission of any state of the US nor any
other US regulatory authority has approved the Acquisition, passed upon the
fairness of the Acquisition or passed upon the adequacy or accuracy of this
Announcement. Any representation to the contrary is a criminal offence in the
US.

In accordance with the Takeover Code and normal UK practice, and pursuant to
Rule 14e-5(b) of the US Exchange Act (if applicable), (a) Bidco or its
nominees, or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, shares or other securities
of HomeServe outside of the US, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes effective, lapses or
is otherwise withdrawn; and (b) J.P. Morgan Cazenove, UBS and Goldman Sachs
and their affiliates will continue to act as exempt principal traders in
HomeServe securities on the London Stock Exchange. If purchases or
arrangements to purchase were to be made as contemplated by clause (a) of this
paragraph, they would occur either in the open market at prevailing prices or
in private transactions at negotiated prices, and comply with applicable law,
including the US Exchange Act. Any information about such purchases or
arrangements to purchase would be disclosed as required in the UK, would be
reported to a Regulatory Information Service and would be made available on
the London Stock Exchange website at http://www.londonstockexchange.com/
(http://www.londonstockexchange.com/) . Purchases contemplated by clause (b)
of this paragraph that are required to be made public in the United Kingdom
pursuant to the Takeover Code would be reported to a Regulatory Information
Service and would be made available on the London Stock Exchange website at
http://www.londonstockexchange.com/ (http://www.londonstockexchange.com/) .
Information would also be publicly disclosed in the US to the extent that such
information is made public in the United Kingdom.

The receipt of cash consideration by a US HomeServe Shareholder for the
transfer of its HomeServe Shares pursuant to the Acquisition will likely be a
taxable transaction for US federal income tax purposes and may also be a
taxable transaction under applicable state and local tax laws in the US, as
well as foreign and other tax laws. Each US HomeServe Shareholder is urged to
consult their independent professional tax adviser immediately regarding the
tax consequences of the Acquisition applicable to them, including under
applicable US state and local, as well as overseas and other, tax laws.

It may be difficult for US HomeServe Shareholders to enforce their rights and
any claim arising out of US federal securities laws, since HomeServe and Bidco
are each located in a non-US jurisdiction, and some or all of its officers and
directors may be residents of non-US jurisdictions. US HomeServe Shareholders
may not be able to sue a non-US company or its officers or directors in a
non-US court for violations of US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.

Forward looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by HomeServe, any member of the HomeServe Group, Bidco,
the Wider Bidco Group or Brookfield contain statements which are, or may be
deemed to be, "forward-looking statements". Such forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and on numerous assumptions regarding the business
strategies and the environment in which HomeServe, any member of the HomeServe
Group, Bidco, the Wider Bidco Group or Brookfield shall operate in the future
and are subject to risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this Announcement may relate to
HomeServe, any member of the HomeServe Group, Bidco, or any member of the
Wider Bidco Group or the Combined Group's future prospects, developments and
business strategies, the expected timing and scope of the Acquisition and all
other statements in this Announcement other than statements of historical
facts. In some cases, these forward-looking statements can be identified by
the use of forward-looking terminology, including the terms "believes",
"estimates", "will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to", "budget",
"scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving",
"projects" "intends", "may", "will", "shall" or "should" or, in each case,
their negative or other variations or other similar or comparable words and
expressions. Forward-looking statements may include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management strategies
and the expansion and growth of Bidco, the Wider Bidco Group or HomeServe's
operations and potential synergies resulting from the Acquisition; and (iii)
the effects of global economic conditions and governmental regulation on
Bidco, the Wider Bidco Group or HomeServe's business.

By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that shall occur in
the future. These events and circumstances include changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates, future business
combinations or disposals, and any epidemic, pandemic or disease outbreak. If
any one or more of these risks or uncertainties materialises or if any one or
more of the assumptions prove incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward looking statements
should therefore be construed in the light of such factors.

Neither HomeServe, nor Bidco, nor any member of the Wider Bidco Group or the
HomeServe Group nor any of their respective associates or directors, officers
or advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this Announcement shall actually occur. Given these risks and
uncertainties, potential investors should not place any reliance on forward
looking statements.

Specifically, statements of estimated cost savings and synergies relate to
future actions and circumstances which, by their nature involve, risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. As a result, and given the fact that the changes relate to the
future, the resulting cost synergies may be materially greater or less than
those estimated.

The forward-looking statements speak only at the date of this Announcement.
All subsequent oral or written forward-looking statements attributable to
HomeServe, Bidco or any member of the Wider Bidco Group or HomeServe Group, or
any of their respective associates, directors, officers, employees or
advisers, are expressly qualified in their entirety by the cautionary
statement above.

HomeServe, the HomeServe Group, Bidco and the Wider Bidco Group expressly
disclaim any obligation to update such statements other than as required by
law or by the rules of any competent regulatory authority, whether as a result
of new information, future events or otherwise.

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

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) applies must be made by no
later than 3.30 p.m. on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. 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 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. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. 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
http://www.thetakeoverpanel.org.uk/ (http://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

This Announcement and the documents required to be published pursuant to Rule
26.3 of the Takeover Code, shall be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Bidco's website at http://www.hestia-offer.com/ (http://www.hestia-offer.com/)
. For the avoidance of doubt, the content of this website is not incorporated
into and does not form part of this Announcement.

Right to request hard copies

In accordance with Rule 30.3 of the Takeover Code, HomeServe Shareholders,
persons with information rights and participants in the HomeServe Share Plans
may request a hard copy of this Announcement, the Scheme Document or
information incorporated into the Scheme Document by reference to another
source, free of charge, by contacting HomeServe's Registrar, Computershare,
either in writing to The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, or by
calling the Shareholder Helpline on 0370 707 1053 from the United Kingdom or
+44 370 707 1053 from overseas, stating their name and the address to which
the hard copy should be sent.    For persons who have elected to receive
documents in electronic form or via a website notification, a hard copy of any
such information will not be sent to you unless you so request it. You may
also request that all future documents, announcements and information sent to
you in relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by HomeServe Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
HomeServe may be provided to Bidco and/or their respective advisers 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.

 

 

 

-Ends-

 

 

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