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REG - ScS Group plc - Court sanction of the Scheme

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RNS Number : 0901B  ScS Group PLC  26 January 2024

Not for release, publication or distribution (in whole or in part, directly or
indirectly) in, into or from any jurisdiction where to do so would constitute
a violation of the relevant laws or regulations of such jurisdiction.

26 January 2024

Recommended Cash OFFER FOR

SCS GROUP PLC

BY

CEREZZOLA LIMITED

(a wholly-owned subsidiary of Poltronesofà S.p.A)

Court sanction of the Scheme

On 24 October 2023, the boards of Cerezzola Limited ("BidCo"), a newly
incorporated wholly-owned subsidiary of Poltronesofà S.p.A ("Poltronesofà"),
and ScS Group Plc ("ScS") announced that they had reached agreement on the
terms of a recommended cash offer by BidCo to acquire the entire issued and to
be issued ordinary share capital of ScS (the "Acquisition"). The Acquisition
is being implemented by means of a court sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").

The circular in relation to the Scheme, including the notices convening the
Court Meeting and the General Meeting in connection with the Acquisition, was
published on 29 November 2023 (the "Scheme Document"). Capitalised terms used
in this announcement shall, unless otherwise defined, have the same meanings
as set out in the Scheme Document.

On 21 December 2023, ScS announced that the Scheme was approved by the
requisite majority of Scheme Shareholders at the Court Meeting and the
Resolution in connection with the implementation of the Scheme was passed by
the requisite majority of ScS Shareholders at the General Meeting.

Further to the announcement made on 9 January 2024 in relation to the
satisfaction of key Conditions and update on the Scheme timetable, the ScS
Board is pleased to announce that the Court has today issued the Court Order
sanctioning the Scheme under section 899 of the Companies Act 2006 pursuant to
which the Acquisition is being implemented.

Admission of new ScS Shares

In order to satisfy the conditional exercise by the holders of options and/or
vesting of the Awards granted under the ScS Share Schemes, ScS will issue
1,493,731 new ScS Shares (the "New Shares") to Apex Group Fiduciary Services
Limited as a trustee of the EBT.

Applications have been made to the Financial Conduct Authority for the
1,493,731 New Shares to be admitted to the Official List and to the London
Stock Exchange for the New Shares to be admitted to trading on the Main Market
at 8.00 a.m. on 29 January 2024.

Next steps and timetable

The Scheme remains conditional on the delivery of a copy of the Court Order to
the Registrar of Companies, which is expected to occur on 30 January 2024.

ScS confirms that the Scheme Record Time will be 6.00 p.m. on 29 January 2024.
Scheme Shareholders on the register of members of ScS at the Scheme Record
Time will, upon the Scheme becoming Effective, be entitled to receive 270
pence in cash for each Scheme Share held.

Applications have been made for the suspension of: (i) trading in ScS Shares
on the London Stock Exchange's Main Market; and (ii) the listing of ScS Shares
on the premium listing segment of the Official List of the Financial Conduct
Authority and such suspensions are expected to take effect from 7.30 a.m. on
30 January 2024. With effect from, or as soon as practicable after the
Effective Date, share certificates in respect of ScS Shares will cease to be
valid and entitlements to ScS Shares held within CREST will be cancelled.

Applications have been made in relation to the de-listing of ScS Shares from
the premium segment of the Official List of the Financial Conduct Authority
and the cancellation of the admission to trading of ScS Shares on the Main
Market. It is expected that, subject to the Scheme becoming Effective, these
applications will take effect by 8.00 a.m. on 31 January 2024.

Further announcements will be made when the Scheme becomes Effective and when
the admission to trading of ScS Shares to the Main Market has been cancelled.

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Steve Carson
 2   Reason for Notification
 a)  Position/status                                              Chief Executive Officer
 b)  Initial notification/Amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         ScS Group plc
 b)  LEI                                                          213800LOXNVJIB4C7B98
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary shares of 0.1 pence each in ScS Group plc

     Identification code                                          GB00BRF0TJ56
 b)  Nature of the transaction                                    Exercise of Share Options
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  Nil       572,752
 d)  Aggregated information                                       Not applicable - single transaction

     -       Aggregated volume

     -       Price
 e)  Date of the transaction                                      26 January 2024
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

-       Aggregated volume

-       Price

Not applicable - single transaction

e)

Date of the transaction

26 January 2024

f)

Place of the transaction

Outside a trading venue

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Chris Muir
 2   Reason for Notification
 a)  Position/status                                              Executive Director
 b)  Initial notification/Amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         ScS Group plc
 b)  LEI                                                          213800LOXNVJIB4C7B98
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary shares of 0.1 pence each in ScS Group plc

     Identification code                                          GB00BRF0TJ56
 b)  Nature of the transaction                                    Exercise of Share Options
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  Nil       458,202
 d)  Aggregated information                                       Not applicable - single transaction

     -       Aggregated volume

     -       Price
 e)  Date of the transaction                                      26 January 2024
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

-       Aggregated volume

-       Price

Not applicable - single transaction

e)

Date of the transaction

26 January 2024

f)

Place of the transaction

Outside a trading venue

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Marie Liston
 2   Reason for Notification
 a)  Position/status                                              Corporate Services Director
 b)  Initial notification/Amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         ScS Group plc
 b)  LEI                                                          213800LOXNVJIB4C7B98
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary shares of 0.1 pence each in ScS Group plc

     Identification code                                          GB00BRF0TJ56
 b)  Nature of the transaction                                    Exercise of Share Options
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  Nil       107,391
                                                                  £1.75     4,880
 d)  Aggregated information                                       Not applicable - single transaction

     -       Aggregated volume

     -       Price
 e)  Date of the transaction                                      26 January 2024
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

-       Aggregated volume

-       Price

Not applicable - single transaction

e)

Date of the transaction

26 January 2024

f)

Place of the transaction

Outside a trading venue

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         James Heese
 2   Reason for Notification
 a)  Position/status                                              Commercial Director
 b)  Initial notification/Amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         ScS Group plc
 b)  LEI                                                          213800LOXNVJIB4C7B98
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary shares of 0.1 pence each in ScS Group plc

     Identification code                                          GB00BRF0TJ56
 b)  Nature of the transaction                                    Exercise of Share Options
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  Nil       76,228
 d)  Aggregated information                                       Not applicable - single transaction

     -       Aggregated volume

     -       Price
 e)  Date of the transaction                                      26 January 2024
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

-       Aggregated volume

-       Price

Not applicable - single transaction

e)

Date of the transaction

26 January 2024

f)

Place of the transaction

Outside a trading venue

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Gavin Vose
 2   Reason for Notification
 a)  Position/status                                              Logistics Director
 b)  Initial notification/Amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         ScS Group plc
 b)  LEI                                                          213800LOXNVJIB4C7B98
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary shares of 0.1 pence each in ScS Group plc

     Identification code                                          GB00BRF0TJ56
 b)  Nature of the transaction                                    Exercise of Share Options
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  Nil       106,582
 d)  Aggregated information                                       Not applicable - single transaction

     -       Aggregated volume

     -       Price
 e)  Date of the transaction                                      26 January 2024
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

-       Aggregated volume

-       Price

Not applicable - single transaction

e)

Date of the transaction

26 January 2024

f)

Place of the transaction

Outside a trading venue

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Lucy Clough
 2   Reason for Notification
 a)  Position/status                                              People Director
 b)  Initial notification/Amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         ScS Group plc
 b)  LEI                                                          213800LOXNVJIB4C7B98
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary shares of 0.1 pence each in ScS Group plc

     Identification code                                          GB00BRF0TJ56
 b)  Nature of the transaction                                    Exercise of Share Options
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  Nil       118,190
 d)  Aggregated information                                       Not applicable - single transaction

     -       Aggregated volume

     -       Price
 e)  Date of the transaction                                      26 January 2024
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

-       Aggregated volume

-       Price

Not applicable - single transaction

e)

Date of the transaction

26 January 2024

f)

Place of the transaction

Outside a trading venue

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Dean Weston
 2   Reason for Notification
 a)  Position/status                                              Sales and Operations Director
 b)  Initial notification/Amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         ScS Group plc
 b)  LEI                                                          213800LOXNVJIB4C7B98
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary shares of 0.1 pence each in ScS Group plc

     Identification code                                          GB00BRF0TJ56
 b)  Nature of the transaction                                    Exercise of Share Options
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  Nil       84,698
 d)  Aggregated information                                       Not applicable - single transaction

     -       Aggregated volume

     -       Price
 e)  Date of the transaction                                      26 January 2024
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

-       Aggregated volume

-       Price

Not applicable - single transaction

e)

Date of the transaction

26 January 2024

f)

Place of the transaction

Outside a trading venue

 

Enquiries

 Poltronesofà                                                   +39 0543 757011
 Renzo Ricci, Sole Director
 Nicola Sautto, Chief Financial Officer

 Goldman Sachs (Financial adviser to Poltronesofà)

                                                                +44 (0)207 774 1000
 Chris Emmerson
 Giuseppe Pipitone

 ScS Group plc                                                  +44 (0)20 7466 5000
 Steve Carson, Chief Executive Officer
 Mark Fleetwood, Chief Financial Officer
 Chris Muir, Executive Director

 Shore Capital (Financial adviser and Broker to ScS)            +44 (0)20 7408 4050
 Patrick Castle
 James Thomas
 Iain Sexton
 Ben Canning

 Buchanan Communications Limited (Financial PR adviser to ScS)  +44 (0)20 7466 5000
 Richard Oldworth                                               scs@buchanan.uk.com
 Toto Berger
 Verity Parker

 Image Building S.r.l. (PR adviser to Poltronesofà)             +39 0289011300
 Giuliana Paoletti                                              poltronesofa@imagebuilding.it
 Rafaella Casula
 Giusy Fusco

 

Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as legal adviser
to Poltronesofà in connection with the Acquisition. Ward Hadaway LLP is
acting as legal adviser to ScS in connection with the Acquisition.

Disclaimers

Goldman Sachs, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority is acting as financial adviser to Poltronesofà
and BidCo and no one else in connection with the Acquisition referred to in
this announcement and will not be responsible to anyone other than
Poltronesofà and BidCo for providing the protections afforded to clients of
Goldman Sachs or for providing advice in relation to the contents of this
announcement or any other matter referred to herein.

Shore Capital, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority is acting as financial adviser and broker to ScS
and no one else in connection with the Acquisition referred to in this
announcement and will not be responsible to anyone other than ScS for
providing the protections afforded to clients of Shore Capital or for
providing advice in relation to the contents of this announcement or any other
matter referred to herein.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer, invitation or the
solicitation of an offer to purchase or subscribe, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities or the solicitation
of any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise.

 

The Acquisition is subject to English law and to the applicable requirements
of the Code, the Panel, the Listing Rules, the London Stock Exchange and the
FCA.

 

The Acquisition will be made solely by way of the Scheme Document, which
contains the full terms and conditions of the Acquisition. ScS Shareholders
are advised to read the formal documentation in relation to the Acquisition
carefully once. Each ScS Shareholder is urged to consult his or her
independent professional adviser regarding the tax consequences of the
Acquisition.

 

This announcement does not constitute a prospectus or a prospectus equivalent
document.

 

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended).

 

This announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside England.

 

Overseas shareholders

 

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom (including Restricted Jurisdictions) should inform themselves about,
and observe, any applicable legal or regulatory requirements. Any failure to
comply with applicable legal or regulatory requirements of any jurisdiction
may constitute a violation of securities laws in that jurisdiction. To the
fullest extent permitted by law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared for the
purpose of complying with English law and the Code and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside England.

 

The Acquisition will not be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign commerce of, or
any facility of a national, state or other securities exchange of, a
Restricted Jurisdiction, and the Acquisition will not be capable of acceptance
by any such use, means, instrumentality or facility or from within a
Restricted Jurisdiction. Copies of this announcement and any formal
documentation relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction or any jurisdiction where to do so
would constitute a violation of the laws of such jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of acceptance of the Acquisition.

 

Further details in relation to ScS Shareholders in overseas jurisdictions are
contained in the Scheme Document.

 

Additional information for US investors in ScS

 

The Acquisition relates to the shares of an English company and is being made
by way of a scheme of arrangement provided for under Part 26 of the Companies
Act. The Acquisition, where implemented by way of a scheme of arrangement, is
not subject to the tender offer rules or the proxy solicitation rules under
the US Exchange Act. Accordingly, the Acquisition and the Scheme will be
subject to the disclosure requirements and practices applicable to a scheme of
arrangement involving a target company incorporated in the UK and listed on
the London Stock Exchange, which differ from the disclosure requirements of US
tender offer and proxy solicitation rules.

Forward-looking statements

This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of ScS and certain
plans and objectives of Poltronesofà and ScS.

These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. These statements are based on
assumptions and assessments made by ScS, BidCo and Poltronesofà in light of
their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate,
and therefore are subject to risks and uncertainties which could cause actual
results to differ materially from those expressed or implied by those
forward-looking statements.

Forward-looking statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aim",
"will", "continue", "may", "would", "could", "should" or other words of
similar meaning or the negative thereof. Forward-looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, economic performance, synergies, financial conditions,
market growth, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the operations of the
Wider Poltronesofà Group or the Wider ScS Group; and (iii) the effects of
government regulation on the business of the Wider Poltronesofà Group or the
Wider ScS Group. There are many factors which could cause actual results to
differ materially from those expressed or implied in forward-looking
statements. Among such factors are changes in the global, political, economic,
business, competitive or market landscape and regulatory forces, future
exchange and interest rates, changes in tax rates and future business
combinations or disposals.

These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. By their nature, these
forward-looking statements involve known and unknown risks and uncertainties
because they relate to events and depend on circumstances that will occur in
the future. The factors described in the context of such forward-looking
statements in this announcement may cause the actual results, performance or
achievements of any such person, or industry results and developments, to be
materially different from any results, performance or achievements expressed
or implied by such forward-looking statements. No assurance can be given that
such expectations will prove to have been correct and persons reading this
announcement are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. All subsequent oral or written forward-looking statements
attributable to Poltronesofà, BidCo or ScS or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary statement
above. Neither Poltronesofà, BidCo nor ScS undertakes any obligation to
update publicly or revise forward-looking statements, whether as a result of
new information, future events or otherwise, except to the extent legally
required.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this announcement is intended as a profit forecast or estimate
for any period or a quantified financial benefits statement and no statement
in this announcement should be interpreted to mean that earnings or earnings
per ordinary share, for Poltronesofà, BidCo or ScS respectively, for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share for
Poltronesofà, BidCo or ScS, respectively.

Publication on website

A copy of this announcement and the documents required to be published
pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available
(subject to certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at www.poltronesofa-offer.com and at
www.scsplc.co.uk/investors and by no later than 12 noon on the Business Day
following the date of this announcement.

Neither the contents of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms
part of, this announcement.

Hard copy documents

In accordance with Rule 30.3 of the Code, ScS Shareholders, persons with
information rights and participants in the ScS Share Schemes may request a
hard copy of this announcement by contacting ScS's Registrars, Equiniti
Limited, on +44 (0)371 384 2050 or by submitting a request in writing to
Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA,
United Kingdom. The Shareholder Helpline is open from 8.30 a.m. to 5.30 p.m.
(London time) Monday to Friday (except English and Welsh public holidays).
Calls are charged at the standard geographical rate and will vary by provider.
Calls from outside the United Kingdom will be charged at the applicable
international rate. Please ensure the country code is used when calling from
outside the United Kingdom.

Please note the Shareholder Helpline cannot provide advice on the merits of
the Acquisition or the Scheme nor give any financial, investment, legal or tax
advice.

For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information be sent to them in relation to the Acquisition
in hard copy form.

Information relating to ScS Shareholders

Addresses, electronic addresses and certain other information provided by ScS
Shareholders, persons with information rights and other relevant persons for
the receipt of communications from ScS may be provided to Poltronesofà and
BidCo during the Offer Period as required under Section 4 of Appendix 4 of the
Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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 p.m. (London time) on the 10th
Business Day (as defined in the Code) following the commencement of the Offer
Period and, if appropriate, by no later than 3.30 p.m. (London time) on the
10th Business Day (as defined in the Code) 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
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 p.m. (London time) on the Business Day (as defined in the Code)
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 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. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44(0)20 7638 0129.

 

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