REG - Jaywing PLC - 2.9 Announcement

JaywingAnnouncement

04/03/2024 09:30

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RNS Number : 4448F  Jaywing PLC  04 March 2024

Certain information contained within this Announcement is deemed by the
Company to constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon
publication of this Announcement, this information is now considered to be in
the public domain.

Jaywing plc

 

("Jaywing" or "the Company")

 

 2.9 Announcement

 

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the
"Code"), the Company confirms that as at the date and time of this
announcement, it had in issue 93,432,217 ordinary shares of £0.05 each, of
which 99,662 are held in Treasury. Therefore the total voting rights in the
Company is 93,332,595. The International Securities Identification Number for
Company's ordinary shares is GB00BF5KDY46.

-Ends-

 For any further enquiries, please contact:

 

For further information on the Company, please visit www.jaywing.com or
contact:

 

Jaywing plc

Christopher Hughes (Company Secretary)

T: +44 (0)333 370 6500

 

 

SPARK Advisory Partners Limited (Nominated and Financial Adviser)

Matt Davis / James Keeshan

T: +44 (0) 20 3368 3552

 Turner Pope (Broker)

James Pope / Andy Thacker

T: +44 (0) 20 3657 0050

 

Notice related to the financial adviser

SPARK Advisory Partners Limited, which is regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Jaywing and no one
else in connection with the matters referred to in this announcement and will
not be responsible to anyone other than Jaywing for providing the protections
afforded to clients of SPARK Advisory Partners Limited, or for providing
advice in relation to the matters referred to in this announcement.

The City Code

The City Code applies to quoted public companies which have their registered
office in the UK, the Channel Islands or the Isle of Man and, in addition,
unquoted public companies which have their registered office in the UK, the
Channel Islands, or the Isle of Man and whose central management and control
remain in the UK, the Channel Islands or the Isle of Man. Accordingly, the
City Code applies to the Company. Under the City Code, if an acquisition of
Ordinary Shares or interests therein were to increase the aggregate holding of
the acquirer and its concert parties to interests in shares carrying 30 per
cent. or more of the voting rights in the Company, the acquirer and, depending
on circumstances, its concert parties would be required (except with the
consent of the Panel) to make a cash offer for the outstanding shares in the
Company at a price not less than the highest price paid for interests in
shares by the acquirer or its concert parties during the previous 12 months.

This requirement would also be triggered by any acquisition of New Ordinary
Shares and/or interest therein by a person holding (together with its concert
parties) Ordinary Shares carrying between 30 and 50 per cent. of the voting
rights in the Company if the effect of such acquisition was to increase that
person's percentage of the total voting rights of the Company.

Disclosure requirements of the City Code

Under Rule 8.3(a) of the City 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 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 City 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 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.

 

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