REG - Currys PLC Elliott Advisors(UK) - Offer by Elliott Advisors (UK) Limited

CurrysAnnouncement

19/02/2024 07:00

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RNS Number : 5195D  Currys PLC  19 February 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.

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THERE
CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON
WHICH ANY OFFER MIGHT BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

 

19 February 2024

 

Currys plc ("Currys" or the "Company")

Response to announcement by Elliott Advisors (UK) Limited ("Elliott")

 

Currys notes the announcement made by Elliott regarding a proposal to acquire
Currys.

The Board of Currys confirms that it received an unsolicited, preliminary and
conditional proposal from Elliott regarding a possible cash offer for the
entire issued and to be issued share capital of the Company at 62 pence per
share (the "Proposal").

The Board of Currys considered the Proposal, together with its financial
advisers, and concluded that it significantly undervalued the Company and its
future prospects. Accordingly on 16 February 2024, the Board of Currys
unanimously rejected the Proposal.

There can be no certainty that an offer will be made for Currys nor as to the
terms on which any offer might be made.

In accordance with Rule 2.6(a) of the Code, Elliott must, by not later than
5.00 p.m. on 16 March 2024, either announce a firm intention to make an offer
for Currys in accordance with Rule 2.7 of the Code or announce that it does
not intend to make an offer for Currys, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This deadline
will only be extended with the consent of the Panel in accordance with Rule
2.6(c) of the Code.

This announcement has been made without the consent of Elliott.

 

Enquiries

 Currys
 Dan Homan, Investor Relations                                                +44 (0) 740 140 0442
 Citigroup Global Markets Limited (Financial Adviser and Corporate Broker to  +44 (0) 207 986 4000
 Currys)
 Andrew Seaton
 Robert Farrington
 Simon Lindsay
 Brunswick Group (Public Relations Adviser to Currys)                         +44 (0) 207 404 5959
 Tim Danaher

 

This announcement is made on behalf of Currys by Nigel Paterson, General
Counsel & Company Secretary.

 

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers, the
Company confirms that as at the close of business on 16 February 2024 it had
1,133,494,651 ordinary shares outstanding of 0.1 pence each in issue. The
International Securities Identification Number (ISIN) for the Company's
ordinary shares is GB00B4Y7R145.

 

Important notices relating to financial adviser

Citigroup Global Markets Limited ("Citi"), which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation Authority is acting
exclusively as Financial Adviser and Corporate Broker to Currys and for no one
else in connection with the matters described in this announcement, and will
not be responsible to anyone other than Currys for providing the protections
afforded to its clients nor for providing advice in relation to the matters
referred to in this announcement. Neither Citi nor any of its affiliates,
directors or employees owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, consequential, whether in contract,
tort, in delict, under statute or otherwise) to any person who is not a client
of Citi in connection with this announcement, any statement contained herein,
or otherwise.

 

Further information

This announcement is not intended to and does not constitute an offer to buy
or the solicitation of an offer to subscribe for or sell or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction. The release, publication or distribution of this
announcement in whole or in part, directly or indirectly, in, into or from
certain jurisdictions may be restricted by law and therefore persons in such
jurisdictions should inform themselves about and observe such restrictions.

 

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available on the Currys website at https://www.currysplc.com/ promptly
and in any event by no later than 12 noon (London time) on the business day
following this announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of this
announcement.

 

Disclosure requirements of the 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(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 Takeover Panel's website at
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.

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