REG - Spectris PLC - Rule 2.9 Announcement

SpectrisAnnouncement

11/06/2025 07:00

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RNS Number : 2815M  Spectris PLC  11 June 2025

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

FOR IMMEDIATE RELEASE

11 June 2025

Spectris plc

(the "Company")

Rule 2.9 Announcement

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the
"Takeover Code"), the Company confirms that, as at the date and time of this
announcement, it had in issue 104,446,214 ordinary shares of 5 pence each,
each carrying one vote. The Company holds 5,210,473 shares in treasury. The
total number of voting rights in the Company is therefore 99,235,741.

The International Securities Identification Number for the Company's ordinary
shares is GB0003308607.

Enquiries

 

Teneo
 
+44 20 7353 4200

(PR Adviser to the
Company)
 

Martin Robinson / Giles Kernick

 

Goldman Sachs International
                        +44 20 7774 1000

(Joint Financial Adviser to the Company)

Anthony Gutman

Nick Harper

Harry Webster

Cara Pazdon

 

Rothschild & Co
                                          +44 20 7280
5000

(Joint Financial Adviser to the Company)

Ravi Gupta

Alistair Allen

Sabina Pennings

Warren Power

 

Further information

 

Goldman Sachs International ("Goldman Sachs"), which is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting exclusively for the Company and no one else in connection with the
matters referred to in this announcement and will not be responsible to anyone
other than the Company for providing the protections afforded to clients of
Goldman Sachs International, or for providing advice in relation to the
matters referred to in this announcement.

 

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the FCA in the United Kingdom, is acting
exclusively as financial adviser to the Company and for no one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than the Company for providing the protections
afforded to clients of Rothschild & Co, nor for providing advice in
relation to the matters referred to in this announcement. Neither Rothschild
& Co nor any of its affiliates (nor their respective directors, officers,
employees or agents) 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 Rothschild & Co
in connection with this announcement, any statement contained in this
announcement, the Proposal or otherwise. No representation or warranty,
express or implied, is made by Rothschild & Co as to the contents of this
announcement.

 

Dealing Disclosure Requirements

 

Under Rule 8.3(a) of the Code, any person who is interested (directly or
indirectly) 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
(directly or indirectly) 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 offeror company and by
any offeree and Dealing Disclosures must also be made by the offeror company,
by any offeree and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeror and offeree 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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