REG - Luceco PLC - Agreed changes to Concert Party

LucecoAnnouncement

22/01/2024 07:00

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RNS Number : 3533A  Luceco PLC  22 January 2024

22 January 2024

 

Agreed changes to Concert Party

 

Luceco plc ("Luceco" or the "Company"), the supplier of wiring accessories, EV
chargers, LED lighting, and portable power products, provides an update in
relation to its IPO Concert Party (as defined below).

 

Under the City Code on Takeovers and Mergers (the "Code") published by the
Panel on Takeovers and Mergers (the "Panel"), a concert party arises where
persons who, pursuant to an agreement or understanding (whether formal or
informal), co-operate to obtain or consolidate control (as defined in the
Code) of a company or to frustrate the successful outcome of an offer for a
company.

 

Certain persons will be presumed, as set out in the Definitions in the Code,
to be persons acting in concert with other persons in the same category unless
the contrary is established, including shareholders in a private company who,
following the re-registration of that company as a public company in
connection with an initial public offering or otherwise, become shareholders
in a company to which the Code applies.

 

In its prospectus dated 17 October 2016, Luceco stated that it had agreed with
the Panel that a concert party (the "IPO Concert Party") existed in relation
to the Company, including certain shareholders in the Company prior to the
IPO.  As at 31 December 2023, being the date of the Company's most recent
share register analysis, the IPO Concert Party held 46.14% of the shares in
Luceco, meaning none of the IPO Concert Party may purchase shares in Luceco
without triggering an obligation under Rule 9 of the Code to make an offer for
the whole of its issued share capital in cash at the highest price paid by a
member of the IPO Concert Party for shares in the Company during the 12 months
prior to the announcement of that offer.

 

The Company has now agreed with the Panel that the IPO Concert Party is no
longer itself a single concert party, but now comprises two separate concert
parties which are distinct and independent for the purposes of the Code.

 

The two new concert parties are:

 

1.       the "Hornby Group", comprising Mr John Hornby, the Company's Chief
Executive Officer, certain of his family members and an investment vehicle
associated with Mr John Hornby and his family, which has an aggregate interest
in the Company's shares carrying voting rights of approximately 18.13%; and

 

2.       the "Epic Group", comprising ESO Investments 2 Limited and Mr
Giles Brand, which has an aggregate interest in the Company's shares carrying
voting rights of approximately 28.01%.

 

The members of these two groups, including their beneficial interests in
ordinary shares in the Company, are as follows:

 

1.    The Hornby Group

 

 Shareholder          Number of Shares  % of issued share capital
 Mr John Hornby       12,553,412          7.81%
 Mrs Philippa Hornby    3,400,000         2.11 %
 Ms Clara Hornby        100,000           0.06 %
 Ms Isla Hornby        100,000            0.06 %
 Deanmor Investments   13,000,000         8.09 %
 Total                  29,153,412      18.13 %

As at 31st December 2023

 

2.    The Epic Group

 Shareholder                Number of Shares  % of issued share capital
 ESO Investments 2 Limited   35,564,260       22.12 %
 Giles Brand                   9,466,919        5.89 %
 Total                       45,031,179       28.01 %

As at 31st December 2023

 

Should they so wish, the individual members of these concert parties would now
each be able to acquire further shares in the Company without triggering an
obligation under Rule 9 of the Code to make an offer for the whole of its
issued share capital, provided such acquisitions do not cause the aggregate
interest of their respective concert party to reach or exceed 30 per cent. of
the Company's issued share capital.

 

 Luceco plc                            Contact
 John Hornby, Chief Executive Officer  020 3128 8100 (Via MHP)
 Will Hoy, Chief Financial Officer     020 3128 8100 (Via MHP)

                                       Contact

 MHP
 Tim Rowntree                          020 3128 8100
 Ollie Hoare                           020 3128 8100

 

 

Note to Editors

 

Luceco plc - Bringing Power To Life

 

Luceco plc (LSE:LUCE) is a supplier of wiring accessories, EV chargers, LED
lighting, and portable power products.

 

For more information, please visit www.lucecoplc.com
(http://www.lucecoplc.com/) .

 

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