REG - Reach PLC - Response to statement by National World plc

ReachAnnouncement

03/11/2022 18:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20221103:nRSC2885Fa&default-theme=true

RNS Number : 2885F  Reach PLC  03 November 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

3 November 2022

Reach plc ("Reach" or the "Company")

Response to statement by National World plc ("National World")

The Board of Reach notes the announcement by National World that it is
considering a possible offer for the entire issued and to be issued share
capital of the Company. The Board of Reach confirms that it has not received
an approach from National World.

The Board will issue a further statement if and when appropriate. In the
meantime, Reach shareholders are strongly advised to take no action.

 

Enquiries:

 Reach                                                communications@reachplc.com
 Jim Mullen, Chief Executive Officer
 Simon Fuller, Chief Financial Officer
 Lija Kresowaty, Head of External Communications
 Matt Sharff, Investor Relations Director

 Numis Securities Limited ("Numis")                   +44 (0)207 260 1000
 Financial Adviser & Joint Broker
 Mark Lander
 Stuart Ord
 Hugo Rubinstein

 Singer Capital Markets                               +44 (0)20 7496 3000

 Joint Broker
 Tom Salvesen

 Justin McKeegan

 Tulchan Communications                               reachplc@tulchangroup.com
 Financial PR                                         +44 (0)207 353 4200
 David Allchurch/Giles Kernick

 

Important Notices

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 whether
pursuant to this announcement or otherwise, or the solicitation of any vote in
favour or approval of any offer in any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction and any such offer (or
solicitation) may not be extended in any such jurisdiction.

This announcement has been prepared in accordance with English law and the
Code, and information disclosed may not be the same as that which would have
been prepared in accordance with laws outside of the United Kingdom. The
distribution of this announcement in jurisdictions outside the United Kingdom
may be restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

As a consequence of the National World announcement, an "Offer Period" has
commenced in respect of Reach in accordance with the rules of the Takeover
Code. In accordance with Rule 2.6(a) of the Takeover Code, National World
must, by not later than 5.00 p.m. (London time) on 1 December 2022, either
announce a firm intention to make an offer for Reach in accordance with Rule
2.7 of the Takeover Code or announce that it does not intend to make an offer
for Reach, in which case the announcement will be treated as a statement to
which Rule 2.8 of the Takeover Code applies. This deadline will be extended
only with the consent of Reach and the Panel on Takeovers and Mergers (the
"Panel") in accordance with Rule 2.6(c) of the Takeover Code.

Disclaimer

Numis, which is authorised and regulated by the Financial Conduct Authority in
the United Kingdom, is acting exclusively for Reach and no one else in
connection with the possible offer and will not be responsible to anyone other
than Reach for providing the protections afforded to clients of Numis nor for
providing advice in relation to the possible offer or any other matters
referred to in this announcement. Neither Numis nor any of its affiliates owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Numis in connection with this announcement, any
statement contained herein or otherwise.

Relevant securities in issue

In accordance with Rule 2.9 of the Code, Reach confirms that as at close of
business on 3 November 2022, it has 322,085,269 ordinary shares of 10 pence
each in issue and admitted to trading on the Premium Segment of the Main
Market of the London Stock Exchange, including 6,028,361 ordinary shares of
10p each that are held in treasury. The total number of voting rights in the
Company is therefore 316,056,908. The International Securities Identification
Number ("ISIN") for Reach's ordinary shares is GB0009039941.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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 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 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.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available on the Company's website (www.reachplc.com) no later than 12
noon (London time) on 4 November 2022. The content of the website referred to
in this announcement is not incorporated into and does not form part of this
announcement.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  STRFSLFADEESEEF