Announcement regarding Possible Offer
28/03/2023 07:00
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RNS Number : 3863U Unbound Group PLC 28 March 2023
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 THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE"). IT DOES NOT REPRESENT AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE.
ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY SUCH OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
28 March 2023
Statement re possible offer for Unbound Group plc ("Unbound" or the "Company")
The Board of Unbound announces that it is in discussions with WoolOvers Group
Limited ("WoolOvers Group") in relation to a possible cash offer for the
entire issued and to be issued share capital of Unbound (the "Possible
Offer").
Under the terms of the Possible Offer, Unbound shareholders would receive:
10.5 pence in cash and 1 contingent value right per Unbound share
The terms of the cash consideration of the Possible Offer represents a premium
of approximately 162.5% to the Unbound closing share price on 27 March 2023
(being the last business day prior to this announcement).
The contingent value right (the "CVR") would give Unbound shareholders the
right to receive any net proceeds if Unbound's ongoing business interruption
insurance claim relating to the Covid-19 pandemic lockdowns is successful,
taking into account the administrative costs relating to the CVR itself and of
returning the proceeds to Unbound shareholders.
The Board of Unbound has indicated that it would be minded to recommend an
offer by WoolOvers Group in the event that WoolOvers Group announces a firm
intention to make an offer for Unbound in accordance with Rule 2.7 of the Code
and on the terms set out above.
For the purposes of Rule 2.5(a) of the Code, WoolOvers Group reserves the
right to vary the form and/or mix of the consideration for the Possible Offer
at its discretion and on potentially less favourable terms than those set out
in this announcement at any time (a) with the consent or recommendation of the
Unbound Board, (b) if a third party announces (after the date of this
announcement) a firm intention to make an offer for Unbound or a possible
offer on less favourable terms than those set out in this announcement, (c)
following the announcement by Unbound of a proposed Rule 9 waiver under the
Code, or (d) through a reduction in the proposed price by the amount of any
dividend, return of value or other distribution which is announced, declared,
made or paid by Unbound after the date of this announcement.
The Possible Offer remains subject to customary pre-conditions in respect of
diligence access and other matters. Even in the event that these
pre-conditions are satisfied or waived, there can be no certainty that any
firm offer will be made. Accordingly, it is emphasised that there can be no
certainty that any offer will ultimately be made for the Company.
In accordance with Rule 2.6(a) of the Code, by not later than 5.00 pm on 25
April 2023, WoolOvers Group must either announce a firm intention to make an
offer for Unbound in accordance with Rule 2.7 of the Code or announce that it
does not intend to make an offer for Unbound, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code applies. This
deadline will only be extended with the consent of the Takeover Panel in
accordance with Rule 2.6(c) of the Code.
This announcement is made with the agreement of WoolOvers Group. A further
announcement will be made as appropriate.
Enquiries
Unbound Group plc c/o Alma PR
Ian Watson, CEO
Gavin Manson, CFO
Singer Capital Markets (Financial Adviser, Nominated Adviser & Broker) +44 (0)20 7496 3000
Peter Steel / Tom Salvesen / Alaina Wong / James Fischer
Alma PR Limited (Financial PR) +44 (0) 20 3405 0205
Josh Royston / Sam Modlin / Hannah Campbell unbound@almapr.co.uk (mailto:unbound@almapr.co.uk)
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 (http://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.
Market Abuse Regulation
The information contained within this announcement would have, prior to its
release, constituted inside information as stipulated under Article 7 of the
Market Abuse Regulation (EU) No.596/2014 as incorporated into UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 as amended by virtue of
the Market Abuse (Amendment) (EU Exit) Regulations 2019 ("UK MAR"). Upon the
publication of this announcement via a regulatory information service, this
inside information will be considered to be in the public domain. For the
purposes of UK MAR, the person responsible for arranging for the release of
this information on behalf of Unbound is Gavin Manson.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on the website of Unbound at www.unboundgroupplc.com
(http://www.unboundgroupplc.com) promptly and by no later than 12 noon (London
time) on the business day following this announcement. The content of the
website referred to in this announcement is not incorporated into and does not
form part of this announcement.
Other notices
Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated by the UK Financial Conduct Authority, is acting
exclusively for Unbound and for no one else and will not be responsible to
anyone other than Unbound for providing the protections afforded to its
clients or for providing advice in relation to the matters referred to in this
announcement. Neither Singer Capital Markets, 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 Singer Capital Markets in connection with this
announcement, any statement contained herein or otherwise.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Unbound confirms that, as at the date
of this announcement, its issued and fully paid share capital consists of
65,155,980 ordinary shares of 1 pence each. The International Securities
Identification Number (ISIN) for the ordinary shares is GB0003085445.
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