REG - Slingsby(H.C.)Plc - Commencement of Formal Sale Process

H C SlingsbyAnnouncement

11/02/2025 10:00

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RNS Number : 6826W  Slingsby(H.C.)Plc  11 February 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 SUCH JURISDICTION.

 

This is an announcement UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "TAKEOVER CODE" or the "CoDE") of a possible offer and is not an
announcement of a firm intention to make an offer under Rule 2.7 of the
TAKEOVER Code. there can be no certainty that an offer will be made, nor as to
the terms on WHICH any offer will be made.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
MARKET ABUSE REGULATIONS ("MAR").

 

11 February 2025

 

H C SLINGSBY PLC

("Slingsby", "the Group" or the "Company")

 

 

Commencement of Formal Sale Process

 

The Board of Slingsby (the "Board") has been conducting a review of various
strategic options available to the Group and has determined that it would be
appropriate to investigate the sale of the Company and therefore has now
decided to commence a "Formal Sale Process" for the Company (as referred to in
Note 2 on Rule 2.6 of the Takeover Code (the "Code")) (the "Formal Sale
Process").

 

The Company is not in any active discussions with any potential offeror and is
not considered to be in receipt of an approach from any potential offeror as
at the date of this announcement.

 

Formal Sale Process

 

The Takeover Panel has agreed that any discussions with third parties in
relation to an offer for the Company will take place within the context of a
"Formal Sale Process" (as referred to in Note 2 on Rule 2.6 of the Takeover
Code).

 

As part of the Formal Sale Process, the Board invites expressions of interest
from interested parties regarding a potential transaction for the entire
issued ordinary share capital of the Company. The Formal Sale Process is being
managed by the Board, who are being advised by Allenby Capital Limited in
respect of their obligations under the Takeover Code.

 

The Company intends to conduct a targeted and strategic process, focused on
those parties that understand and value the full potential of the Company.
Parties interested in participating in the Formal Sale Process should contact
Andrew Kitchingman (Chairman) or Morgan Morris (Chief Executive) through the
email contact detail below to receive further information.

 

Interested parties will be required to enter into a non-disclosure agreement
with the Company on terms satisfactory to the Board and on the same terms, in
all material respects, as other interested parties before being permitted to
participate in the Formal Sale Process. The Company then intends to provide
such interested parties with certain information on its business, following
which interested parties shall be invited to submit their proposals to the
Board. The Company is commencing the Formal Sale Process immediately. Further
announcements regarding timings for the Formal Sale Process will be made as
appropriate.

 

The Takeover Panel has granted a dispensation from the requirements of Rules
2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any interested party
participating in the Formal Sale Process will not be required to be publicly
identified as a result of this announcement and will not be subject to the 28
day deadline referred to in Rule 2.6(a) of the Takeover Code for so long as it
is participating in the Formal Sale Process. Interested parties should note
Rule 21.2 of the Takeover Code, which will prohibit any form of inducement fee
or other offer-related arrangement, and that the Company, although it may do
so in the future, has not at this stage requested any dispensation from this
prohibition under Note 2 of Rule 21.2.

 

The Board reserves the right to alter any aspect of the process as outlined
above or to terminate the process at any time and in such cases will make an
announcement as appropriate. The Board also reserves the right to reject any
approach or terminate discussions with any interested party at any time.

 

Shareholders are advised that this announcement does not represent a firm
intention by any party to make an offer under Rule 2.7 of the Takeover Code
and there can be no certainty that any offers will be made as a result of the
Formal Sale Process, that any sale will be concluded, nor as to the terms on
which any offer may be made. Shareholders are advised to take no action at
this time.

 

As a consequence of this announcement, an 'offer period' has now commenced in
respect of the Company in accordance with the Takeover Code, and the attention
of shareholders is drawn to the disclosure requirements of Rule 8 of the
Takeover Code, which are summarised below in "Disclosure Requirements of the
Takeover Code".

 

Further announcements will be made as appropriate.

 

 

Enquiries:

 

 H C Slingsby PLC

                                                                            fsp@slingsby.com (mailto:fsp@slingsby.com)
 Andrew Kitchingman, Non-Executive Chairman
 Morgan Morris, Group Chief Executive

 Allenby Capital Limited (Financial Adviser, Nominated Adviser and Broker)  Tel: 020 3328 5656
 Alex Brearley / George Payne / Ashur Joseph (Corporate Finance)

 Amrit Nahal (Sales and Corporate Broking)

 

 

Disclosure requirements of the Takeover 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, 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.

 

Rule 2.9 disclosure

As at the date of this announcement, Slingsby has in issue 1,102,500 ordinary shares of 25p each ("Ordinary Shares"), with one voting right per Ordinary Share. No shares are held in treasury. The International Securities Identification Number (ISIN) of Slingsby's Ordinary Shares is GB0008138009 and the LEI number is 2138004NA2QBB4KXV279.

 

Additional information

Allenby Capital Limited ("Allenby Capital"), is authorised and regulated by
the Financial Conduct Authority in the United Kingdom. Allenby Capital is
acting as financial adviser exclusively for Slingsby 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 set out in this
announcement and will not be responsible to anyone other than Slingsby for
providing the protections afforded to clients of Allenby Capital or its
affiliates, or for providing advice in relation to the contents of this
announcement or any other matter referred to herein.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at https://www.slingsby.com/investors
(https://www.slingsby.com/investors) . The content of the website referred to
in this announcement is not incorporated into and does not form part of this
announcement.

 

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