REG - Isles of Scilly SCL - Statement re Possible Offer

Harland & Wolff groupAnnouncement

23/11/2023 18:15

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RNS Number : 5192U  Isles of Scilly Steamship Co. Ltd  23 November 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, 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 "TAKEOVER CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A
FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN
BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH
ANY FIRM OFFER MIGHT BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

 

23 November 2023

 

Isles of Scilly Steamship Company Limited

Statement regarding recent speculation

 

The Board of the Isles of Scilly Steamship Company Limited (the "Company") is
aware of the recent speculation in respect of the Company and confirms that it
has received, and unequivocally rejected, a preliminary approach from Harland
& Wolff Group Holdings plc ("H&W") regarding a possible offer to
acquire the entire issued and to be issued share capital of the Company. The
Board of the Company does not believe that the approach from H&W is in the
best interests of the Company's shareholders.

 

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.

 

As required by Rule 2.6(a) of the Takeover Code, H&W is required, by not
later than 5.00 p.m. on 21 December 2023, either to announce a firm intention
to make an offer for the Company in accordance with Rule 2.7 of the Takeover
Code or to announce that it does not intend to make such an offer, in which
case the announcement will be treated as a statement to which Rule 2.8 of the
Takeover Code applies. This deadline may be extended with the consent of the
Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Takeover
Code. This announcement has been made by the Company without the consent of
H&W.

The Company's shareholders are strongly advised to take no action in relation
to the preliminary approach from H&W at this time.

 

 

 

 

 

 

For further information, please contact:

 

 Isles of Scilly Steamship Company Limited

 Stuart Reid                                                +44 (0)7442 497474

 Judith Piper                                               +44 (0)7747 848345

 Dickson Minto Advisers (Financial Adviser to the Company)

 Douglas Armstrong                                          +44 (0)20 7649 6823

 

Further information

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of the Company who are not resident in the United Kingdom may be
affected by the laws of relevant jurisdictions. Therefore, any person who is
subject to the laws of any jurisdiction other than the United Kingdom or any
shareholder of the Company who is not resident in the United Kingdom will need
to inform themselves about, and observe, any applicable requirements. Any
failure to comply with such requirements may constitute a violation of the
securities laws or regulations of the relevant jurisdictions.

Dickson Minto Advisers, which is authorised and regulated by the Financial
Conduct Authority, is acting only for the Company and for no one else in
connection with the subject matter of this announcement and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in connection with the subject
matter of this announcement.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 Takeover 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 Takeover 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.

In accordance with Rule 2.9 of the Takeover Code, as at the close of business
on 22 November 2023, the Company's issued share capital consisted of 1,455,438
ordinary shares of £1.00 each. The Company's ordinary shares do not have an
International Securities Identification Number.

Website publication

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be published, subject to certain restrictions relating to persons
resident in restricted jurisdictions, on the Company's website at
www.islesofscilly-travel.co.uk/shares-annual-reports promptly and by no later
than 12 noon (London time) on the business day following the date of this
announcement. The content of this website is not incorporated in, and does not
form part of, this announcement.

 

 

 

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