REG - DWF Group PLC - Declaration of Special Dividend

DWFAnnouncement

27/09/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230927:nRSa7538Na&default-theme=true

RNS Number : 7538N  DWF Group PLC  27 September 2023

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

FOR IMMEDIATE RELEASE

27 September 2023

RECOMMENDED CASH ACQUISITION

OF

DWF group PLC

BY

AQUILA BIDCO LIMITED

a newly incorporated wholly-owned subsidiary of funds advised by

INFLEXION PRIVATE EQUITY PARTNERS LLP

to be implemented by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

DECLARATION OF SPECIAL DIVIDEND

On 21 July 2023, the boards of Aquila Bidco Limited ("Bidco"), a newly
incorporated wholly-owned subsidiary of funds advised by Inflexion Private
Equity Partners LLP ("Inflexion") and DWF Group plc ("DWF") announced that
they had reached agreement on the terms of a recommended cash offer by
Bidco to acquire the entire issued and to be issued ordinary share capital
of DWF (the "Acquisition"). The Acquisition is being implemented by means of
a court sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme"). A circular in relation to the Scheme was published by
DWF on 15 August 2023 ("Scheme Document").

Capitalised terms in this announcement, unless otherwise defined, have the
same meaning as set out in the Scheme Document and all references to times in
this announcement are to London time unless otherwise stated.

Declaration of Special Dividend

DWF today announces that the DWF Directors have declared the Special Dividend,
settlement of which is conditional upon the Scheme becoming Effective. The
other Conditions to the Scheme and the Acquisition are set out in the Scheme
Document.

DWF Shareholders who are on the register of members of DWF at the Scheme
Record Time (expected to be at 6.00 pm. on 2 October 2023) (the "Record Date")
will be entitled to the Special Dividend, being 3 pence for each DWF Share
held at the Record Date. As the Special Dividend is conditional on the Scheme
becoming Effective and shares the same record date as the Scheme Record Date,
no ex date will be applied to the Special Dividend.

Settlement of the Special Dividend will take place no later than 14 days after
the Scheme has become Effective (as further referred to below, currently
expected to be no later than 17 October 2023, assuming the Scheme becomes
Effective on 3 October 2023). In the event that the Scheme does not become
Effective, there will be no Special Dividend.

Further details on the Special Dividend are set out in the Scheme Document. If
you have any questions relating to the Special Dividend, please contact DWF's
registrar, Equiniti Limited, on +44 (0)371 384 2050. Lines are open from 8.30
a.m. to 5.30 p.m. (London time) Monday to Friday (except English and Welsh
public holidays). Calls are charged at the standard geographical rate and will
vary by provider. Calls from outside the United Kingdom will be charged at the
applicable international rate. Please note that Share Registrars cannot
provide any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.

Next steps and timetable

The Acquisition remains subject to certain other Conditions including the
Court sanctioning the Scheme at the Court Sanction Hearing, the delivery of a
copy of the Court Order to the Registrar of Companies and the satisfaction or
(where capable of being waived) waiver of the other remaining Conditions to
the Acquisition as set out in Part 3 (Conditions to and Further Terms of the
Acquisition) of the Scheme Document.

There has been no change to the expected timetable of principal events for the
Acquisition as set out in the announcement made by DWF in relation to the
Acquisition on 12 September 2023. If there are any changes to the dates and/or
times in the expected timetable, DWF will give notice of such change(s) or
revision by issuing an announcement of the revised dates and/or times through
a Regulatory Information Service, with such announcement being made available
on DWF's website at https://dwfgroup.com/en/investors/offer-for-dwf-group-plc
(https://dwfgroup.com/en/investors/offer-for-dwf-group-plc) and on Bidco's
website at http://www.dwfoffer.com/ (http://www.dwfoffer.com/) .

 

 Enquiries:
 Bidco and Inflexion                                                            +44 7767 481163
 Sarah Gestetner

 Rothschild & Co                                                                +44 20 7280 5000
 (Financial Adviser to Bidco and Inflexion)
 Ravi Gupta
 Martin Tomaszewski
 Harry Thompson

 DWF Group plc                                                                  +44 7971 983533
 James Igoe, Head of Communications and IR

 Fenchurch                                                                      +44 20 7382 2222
 (Joint Financial Adviser to DWF)
 Kunal Gandhi
 Philip Evans
 Richard Locke
 Ben Spalton

 Stifel                                                                         +44 20 7710 7600
 (Joint Financial Adviser to DWF)
 Robin Mann
 Gareth Hunt
 Fred Walsh

 H/Advisors Maitland                                                            DWF-maitland@h-advisors.global
 (Public Relations Adviser to DWF)
 Sam Turvey                                                                     +44 7827 836246

 Sam Cartwright                                                                 +44 7827 254561

 

Travers Smith LLP is acting as legal adviser to Bidco and Inflexion.

Dorsey & Whitney (Europe) LLP is acting as legal adviser to DWF and
Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as equity
compensation legal adviser to DWF.

Disclaimers

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the FCA in the United Kingdom, is acting
exclusively as financial adviser to Bidco and Inflexion and for no one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than Bidco and Inflexion for providing the
protections afforded to clients of Rothschild & Co, nor for providing
advice in relation to the Acquisition or any other matters referred to in this
announcement. Neither Rothschild & Co nor any of its subsidiaries,
branches or affiliates (nor 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 Rothschild & Co in
connection with this announcement, any statement contained in this
announcement, the Acquisition or otherwise. No representation or warranty,
express or implied, is made by Rothschild & Co as to the contents of this
announcement.

Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as joint financial adviser for DWF and no-one else in connection
with the Acquisition described in this announcement and accordingly will not
be responsible to anyone other than DWF for providing the protections afforded
to its clients nor for providing advice in relation to the matters described
in this announcement.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
by the FCA in the United Kingdom, is acting exclusively as joint financial
adviser, alongside Fenchurch, to DWF and for no one else in connection with
the matters referred to in this announcement and will not be responsible to
anyone other than DWF for providing the protections afforded to clients of
Stifel, nor for providing advice in relation to the Acquisition or any other
matters referred to in this announcement.

Further information

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or inducement to sell or an
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of an offer to buy any
securities, any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any purchase, sale, issuance or
exchange of securities or such solicitation in any jurisdiction in which such
offer, solicitation, sale issuance or exchange is unlawful.  The Acquisition
will 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 will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition.  Any vote or other decision in
respect of, or other response to, the Acquisition should be made only on the
basis of the information in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document).

This announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law, the Listing Rules and the Takeover Code and 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.  Nothing in this announcement should be relied on for any
other purpose.

This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

Overseas jurisdictions

This announcement has been prepared in accordance with and for the purpose of
complying with the laws of England and Wales, the Takeover Code, the Listing
Rules, and the Market Abuse Regulation (EU 596/2014) (which is part of UK law
by virtue of the European Union (Withdrawal) Act 2018) and the Disclosure
Guidance and Transparency Rules and 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 release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by the
laws of those jurisdictions and therefore any persons into whose possession
this announcement comes should inform themselves of, and observe, such
restrictions.  In particular, the ability of persons who are not resident in
the United Kingdom to vote their DWF Shares with respect to the Scheme and the
Court Meetings, or to execute and deliver forms of proxy appointing another to
vote at the applicable Court Meeting on their behalf may be affected by the
laws of the relevant jurisdiction in which they are located. Further details
in relation to the Overseas Shareholders are contained in the Scheme
Document.  Any failure to comply with any such 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.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition shall 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 and no person may
vote in favour of the Scheme by any such means from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction.  Accordingly, copies of this
announcement and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.

The availability of the Acquisition to DWF Shareholders who are not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident.  Persons who are not resident in
the United Kingdom should inform themselves of, and observe, any applicable
requirements. 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.

The Acquisition shall be subject to English law and the jurisdiction of the
Court and to the applicable requirements of the Takeover Code, the Panel, the
London Stock Exchange, the FCA, the Listing Rules and the Registrar of
Companies.

Additional information for US investors in DWF

DWF Shareholders in the United States should note that the Acquisition relates
to the shares of an English company with a listing on the Main Market and is
proposed to be effected by means of a scheme of arrangement under English
law.  This announcement, the Scheme Document and certain other documents
relating to the Acquisition have been or will be prepared in accordance with
English law, the Takeover Code and UK disclosure requirements, format and
style, all of which differ from those in the United States.  A transaction
effected by means of a scheme of arrangement is not subject to the tender
offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements of and
practices applicable in the United Kingdom to schemes of arrangement, which
differ from the disclosure requirements of the United States tender offer and
proxy solicitation rules.  If, in the future, Bidco exercises the right to
implement the Acquisition by way of a Takeover Offer and determines to extend
the offer into the United States, the Acquisition will be made in compliance
with applicable United States laws and regulations, including any applicable
exemptions under the US Exchange Act.

The Loan Notes, the Preference Shares, the Bidco Rollover Loan Notes, the
Holdco Rollover Loan Notes and the Bidco Rollover Preference Shares have not
been, and will not be, registered under the US Securities Act or with any
securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, exercised, resold, transferred or
delivered, directly or indirectly, in or into the United States except
pursuant to an exemption from the registration requirements of the US
Securities Act. There will be no public offer of Loan Notes or Preference
Shares in the United States. Accordingly, the Partial Securities Alternative
is not being offered, and will not be offered, directly or indirectly in or
into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of or of any facilities of a national
securities exchange of, the United States. This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the internet
and other forms of electronic communication. The Partial Securities
Alternative may not be applied to by any such use, means, instrumentality or
facility from or within the United States or by persons located or resident in
the United States. Accordingly, materials allowing for the Partial Securities
Alternative are not being, and must not be, directly or indirectly mailed or
otherwise published, transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the United States
or to any US persons or any persons located or resident in the United States.
Any purported applicability of the Partial Securities Alternative resulting
directly or indirectly from a violation of these restrictions will be invalid
and any purported applicability of the Partial Securities Alternative made by
a person located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will not be
accepted.

Each person electing to receive the Partial Securities Alternative will
represent that it is not a US person, it is not located in the United States
and it is not participating in the Acquisition from the United States or
acting on a non-discretionary basis for a principal that is not a US person,
it is located outside the United States and that it is not giving an order to
participate in the Partial Securities Alternative from the United States. For
the purposes of this and the above paragraph, "United States" means United
States of America, its territories and possessions (including Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands), any state of the United States of America and the District
of Columbia.

DWF's financial statements, and all financial information that is included in
this announcement, the Scheme Document or any other documents relating to the
Acquisition, have been or will be prepared in accordance with UK-adopted
international accounting standards and may not be comparable to financial
statements of companies in the United States or other companies whose
financial statements are prepared in accordance with US generally accepted
accounting principles.

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

It may be difficult for US holders to enforce their rights and claims arising
out of the US federal securities laws, since Bidco and DWF are located in
countries other than the US, and some or all of their officers and directors
may be residents of countries other than the US.  US holders 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.

In accordance with normal UK practice and consistent with Rule 14e-5(b) of the
US Exchange Act, (to the extent applicable) Bidco, certain affiliated
companies and their nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in DWF 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.  If such purchases or arrangements to purchase were to be made
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 will be disclosed as required in the United Kingdom, will be reported
to a Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) .

Neither the United States Securities and Exchange Commission nor any US state
securities commission has approved or disapproved the Acquisition, passed upon
the merits or fairness of the Acquisition or passed any opinion upon the
accuracy, adequacy or completeness of this announcement (nor will it do so in
respect of the Scheme Document).  Any representation to the contrary is a
criminal offence in the United States.

Forward looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco, Inflexion, DWF, any member of the Wider Bidco
Group or any member of the Wider DWF Group may contain statements which are,
or may be deemed to be, "forward looking statements". Forward looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections about future events, and
are therefore subject to risks and uncertainties which could cause actual
results to differ materially from the future results expressed or implied by
the forward looking statements.

The forward looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Bidco,
Inflexion, DWF, any member of the Wider Bidco Group or any member of the Wider
DWF Group (including their future prospects, developments and strategies), the
expected timing and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward looking statements can be
identified by the use of forward looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "intends", "cost-saving", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved.  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's, Inflexion's, DWF's, any member of the Wider Bidco
Group's or any member of the Wider DWF Group's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on Bidco's, Inflexion's,
DWF's, any member of the Wider Bidco Group's or any member of the Wider DWF
Group's business.

Although Bidco and DWF believe that the expectations reflected in such forward
looking statements are reasonable, Bidco, Inflexion, DWF, these forward
looking statements are not guarantees of future performance and the Wider
Bidco Group and the Wider DWF Group can give no assurance that such
expectations will prove to be correct. By their nature, forward looking
statements involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ materially
from those expressed or implied by such forward looking statements.

These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions; changes in the global
political, economic, business and competitive environments and in market and
regulatory forces; changes in future exchange and interest rates; changes in
tax rates; future business combinations or disposals; changes in general
economic and business conditions; changes in the behaviour of other market
participants; the anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market conditions in
the countries in which Bidco, Inflexion, DWF, the Wider Bidco Group and/or the
Wider DWF Group operate; weak, volatile or illiquid capital and/or credit
markets; changes in the degree of competition in the geographic and business
areas in which Bidco, Inflexion, DWF, the Wider Bidco Group and/or the Wider
DWF Group operate; and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause actual
results to differ materially from those expected, estimated or projected in
the forward looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions proves
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 Bidco, Inflexion, DWF, the Wider Bidco Group nor the Wider DWF Group,
nor any of their respective associates or directors, officers or advisers,
provide any representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward looking statements in this
announcement will actually occur. Given these risks and uncertainties,
potential investors are cautioned not to place any reliance on these forward
looking statements.

Specifically, statements of estimated cost savings and synergies related 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.

Other than in accordance with their legal or regulatory obligations, neither
Bidco, Inflexion, DWF, the Wider Bidco Group nor the Wider DWF Group is under
any obligation, and each such person 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 qualified benefits statements

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

Publication on website

A copy of this announcement and the documents required to be published
pursuant to Rule 26.1 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on DWF's website at
https://dwfgroup.com/en/investors/offer-for-dwf-group-plc and Bidco's website
at www.dwfoffer.com by no later than 12.00 p.m. on the Business Day following
this announcement.  For the avoidance of doubt, neither the content of DWF's
website nor Bidco's website is incorporated into, or forms part of, this
announcement.

Right to receive documents in hard copy form

In accordance with Rule 30.3 of the Takeover Code, DWF Shareholders, persons
with information rights and participants in DWF Share Plans may request a hard
copy of this announcement by contacting DWF's registrars, Equiniti Limited, on
+44 (0)371 384 2050 or by submitting a request in writing at Equiniti Limited,
Aspect House, Spencer Road, Lancing West Sussex BN99 6DA. Lines are open from
8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except English and
Welsh public holidays). Calls are charged at the standard geographical rate
and will vary by provider. Calls from outside the United Kingdom will be
charged at the applicable international rate.

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. (London time) on the 10th business day
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 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. (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, 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.

General

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 or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.

 

 

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  DIVFFFIFARIRFIV