REG - De La Rue PLC - Company update and extension of PUSU deadline

De La RueAnnouncement

09/01/2025 12:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250109:nRSI7857Sa&default-theme=true

RNS Number : 7857S  De La Rue PLC  09 January 2025

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 THAT JURISDICTION.

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE"). IT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE A PARTIAL OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE
NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER ASSIMILATED
REGULATION (EU) NO. 596/2014, WHICH IS PART OF THE LAWS OF THE UNITED KINGDOM
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED).

 

FOR IMMEDIATE RELEASE

9 January 2025

 

 

De La Rue plc ("De La Rue" or the "Company")

 

Company update and extension of PUSU deadline

 

On 12 December 2024, De La Rue announced that it was in discussions with
Disruptive Capital GP Limited and Pension SuperFund Capital entities (together
the "PSFC Entities") in relation to a possible partial offer for the Company
for up to forty per cent. of the issued share capital of De La Rue at £1.25
per share (the "Partial Offer"). Whilst a possible Partial Offer is no longer
under consideration, the Company has received a preliminary possible
conditional cash offer from the PSFC Entities of £1.25 per share for the
entire issued and to be issued share capital of the Company (the "Possible
Cash Offer"). The Possible Cash Offer would be conditional, amongst other
things, on the successful completion of the already announced planned sale of
the Authentication division to Crane NXT, Co., waivable at the PSFC Entities'
discretion. The Board is considering its options.

 

In accordance with Rule 2.6(c) of the Code, the Board has requested, and the
Panel on Takeovers and Mergers (the "Panel") has consented to, an extension to
the deadline by which the PSFC Entities are required either to announce a firm
intention to make an offer for De La Rue in accordance with Rule 2.7 of the
Code or to announce that it does not intend to make an offer, until 5.00 p.m.
(London time) on 6 February 2025 (the "Revised PUSU Deadline"). The Revised
PUSU Deadline may only be extended with the agreement of De La Rue and the
Panel in accordance with Rule 2.6(c) of the Code.

 

Discussions with other parties in relation to the disposal of the Company's
Currency division continue to progress. At this stage there can be no
certainty that any such proposals may be made.

 

This announcement has been made with the consent of the PSFC Entities, as a
potential offeror. There can be no certainty that a firm offer will be made
even if the conditions referred to above have been satisfied or waived.

 

In accordance with Rule 2.5(a) of the Code, PSFC Entities reserves the
following rights:

 

a)   to introduce other forms of consideration and/or to vary the
composition of the consideration;

b)   to make an offer for De La Rue at a lower value or on less favourable
terms than those described in this announcement:

i)    with the recommendation or consent of the Board of De La Rue;

ii)    if a third party announces a firm intention to make an offer for De
La Rue on less favourable terms than the Possible Cash Offer; and

iii)   following the announcement by De La Rue of a Rule 9 waiver proposal
(see Note 1 of the Notes on Dispensations from Rule 9 of the Code).

c)    to reduce its offer by the amount of any dividend that is announced,
declared, made or paid by De La Rue after the date of this announcement and
prior to completion.

 

 

A further announcement will be made as and when appropriate.

 

Enquiries:

 

 De La Rue plc                            +44 (0)7990 337707
 Clive Whiley, Chairman
 Clive Vacher, Chief Executive Officer
 Louise Rich, Head of Investor Relations

 Deutsche Numis - Sole Financial Adviser and Corporate Broker              +44 (0)207 260 1000
 Jonathan Wilcox
 Luke Bordewich
 Kevin Cruickshank
 Raed El Dana

 Brunswick                                +44 (0)207 404 5959
 Stuart Donnelly
 Ed Brown

 

 

Further information

Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for De La Rue 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 De La Rue for providing the protections afforded to clients
of Deutsche Numis, nor for providing advice in relation to any matter referred
to herein. Neither Deutsche Numis nor any of its affiliates (nor any of their
respective directors, officers, employees or agents), 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 Deutsche Numis in connection with this announcement, any
statement contained herein or otherwise.

This announcement is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy 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 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.

This announcement has been issued by, and is the sole responsibility of, De La
Rue.

This announcement contains inside information as defined under assimilated
Regulation (EU) No. 596/2014 which is part of the laws of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as amended). The person
responsible for arranging the release of this announcement on behalf of De La
Rue is Jon Messent (Company Secretary).

 
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 Panel's website at
www.thetakeoverpanel.org.uk,
(https://protect.checkpoint.com/v2/r02/___http:/www.thetakeoverpanel.org.uk/___.Y3AxZTpkZWxhcnVlMTYzMDUwMzk1MDQxOTpjOm86Mjk5YzhkZGZmZTRkODhkM2Q5NWU5ZDBiNDMyNjA0MzA6NzoyYzJlOjY2ZTQ2NjZiNjM2MGFkNmJmYWQxNDliYmVkOGU1Y2ZkZWE5OWNmOGM3NmFjMzQ5ODZiYjEyYTk1NGZiYTM1NmM6cDpUOlQ)
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 Website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at www.delarue.com
(https://protect.checkpoint.com/v2/r02/___http:/www.delarue.com/___.Y3AxZTpkZWxhcnVlMTYzMDUwMzk1MDQxOTpjOm86Mjk5YzhkZGZmZTRkODhkM2Q5NWU5ZDBiNDMyNjA0MzA6NzpkZjA1OmViYWQ0MTgzM2M0MzU4NmI0Yzg3ZWY0NDVkZWQ3MWUyNDNhZWNjZjE4N2FkYzk4ZTVlYWU1YWY3MjcxZGI1ZDk6cDpUOlQ)
promptly and in any event by no later than 12 noon on the business day
following this announcement. The content of this website is not incorporated
into and does not form part of this announcement.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPUPURUGUPAGPB