REG - Isles of Scilly SCL - Statement re Recent Speculation

Harland & Wolff groupAnnouncement

27/11/2023 18:45

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RNS Number : 8187U  Isles of Scilly Steamship Co. Ltd  27 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 ANNOUNCEMENT 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

27 November 2023

 

 

Isles of Scilly Steamship Company Limited

(the "Company")

 

Statement regarding recent speculation and dispensations under the Takeover
Code

 

As announced on 23 November 2023, the Company has 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 "H&W Approach"). Subsequently, the Company has
been made aware of online speculation regarding the terms of the H&W
Approach and notes that, having discussed with the Panel on Takeovers and
Mergers (the "Panel"), the terms of the rejected H&W Approach have now
been made available on the Company's website at
www.islesofscilly-travel.co.uk/shares-annual-reports
(http://www.islesofscilly-travel.co.uk/shares-annual-reports) .

 

Save in respect of this announcement and any announcement to close the offer
period, the Panel has also granted a dispensation from the requirements under
the City Code on Takeovers and Mergers (the "Takeover Code") that
announcements in connection with the H&W Approach must be published via a
Regulatory Information Service ("RIS"). The Company is instead required to
publish all announcements on its website at
www.islesofscilly-travel.co.uk/shares-annual-reports
(http://www.islesofscilly-travel.co.uk/shares-annual-reports) and H&W is
required to publish all announcements on its website at
www.harland-wolff.com/investors/ (http://www.harland-wolff.com/investors/) .

 

The Panel has also granted a dispensation from the requirement in Note 3 on
Rule 8 of the Takeover Code that disclosures made under Rule 8 of the Takeover
Code must be made to an RIS. Accordingly, any Opening Position Disclosures and
Dealing Disclosures required under Rule 8 of the Takeover Code may be made to
the Company by email to jpiper@issg.co.uk and will be published on the
Company's website at www.islesofscilly-travel.co.uk/shares-annual-reports
(http://www.islesofscilly-travel.co.uk/shares-annual-reports) . A copy must
also be sent to the Panel's Market Surveillance Unit by email to
monitoring@thetakeoverpanel.org.uk.

 

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

Important Takeover Code Notes

 

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 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.

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.

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.

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