REG - Jaywing PLC - Circular Amendment

JaywingAnnouncement

21/01/2025 16:30

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RNS Number : 1725U  Jaywing PLC  21 January 2025

21 January 2025

Jaywing plc

("Jaywing" or the "Company")

Circular Amendment

 

Further to the announcement of 10 January 2025, the Company has amended
"Section 6" of the Circular posted to shareholders on 10 January 2025, to
update the Takeover Code disclosures in anticipation of changes to the
Takeover Code, which are to take effect from 3 February 2025. The updated
Circular will not be re-posted to shareholders but will be published on the
Company's website https://www.jaywing.com/views/investors/
(https://www.jaywing.com/views/investors/)

 

 An extract of the updated Takeover Panel disclosure contained in the
Circular can be found below:

"The Takeover Code (the "Code") applies to any company which has its
registered office in the UK, the Channel Islands or the Isle of Man if any of
its equity share capital or other transferable securities carrying voting
rights are admitted to trading on a UK regulated market, a UK MTF, or a stock
exchange in the Channel Islands or the Isle of Man.  The Code therefore
applies to the Company as its securities are admitted to trading on AIM, which
is a UK regulated market.

 

The Code also applies to any company which has its registered office in the
UK, the Channel Islands or the Isle of Man if any of its securities were
admitted to trading on a UK regulated market, a UK MTF, or a stock exchange in
the Channel Islands or the Isle of Man at any time during the two years prior
to the relevant date.

 

Accordingly, if the Delisting is approved by Shareholders at the General
Meeting and becomes effective, the Code will continue to apply to the Company
for a period of two years after the Delisting, following which the Code will
cease to apply to the Company.

 

While the Code continues to apply to the Company, a mandatory cash offer will
be required to be made if either:

 

(a) a person acquires an interest in shares which, when taken together with
the shares in which persons acting in concert with it are interested,
increases the percentage of shares carrying voting rights in which it is
interested to 30% or more; or

 

(b) a person, together with persons acting in concert with it, is interested
in shares which in the aggregate carry not less than 30% of the voting rights
of a company but does not hold shares carrying more than 50% of such voting
rights and such person, or any person acting in concert with it, acquires an
interest in any other shares which increases the percentage of shares carrying
voting rights in which it is interested.

 

Brief details of the Takeover Panel, and of the protections afforded by the
Code, are set out in Part III of this document".

 

Jaywing plc

David Beck - Executive Chairman

Christopher Hughes (CFO and COO)

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

 

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