TIDMBREE
RNS Number : 4955S
Deutsche Bank AG, Frankfurt
09 March 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION
OR DISTRIBUTION IS UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE OR FORM PART OF AN OFFER TO BUY, SELL, ISSUE, ACQUIRE OR
SUBSCRIBE FOR, OR THE SOLICITATION OF AN OFFER TO BUY, SELL, ISSUE,
ACQUIRE OR SUBSCRIBE FOR, ANY SECURITIES IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER JURISDICTION.
FOR IMMEDIATE RELEASE
09 March 2023
Abicad Holding Limited announces intention
to acquire additional shares
of Breedon Group plc ("Breedon")
Abicad Holding Limited ("Abicad") announces its intention to
acquire additional ordinary shares of Breedon at a price of 75
pence per share via a reverse accelerated bookbuild (the
"RABB").
Abicad currently holds approximately 10% of Breedon's total
issued share capital. Its current board representative is Amit
Bhatia, who is the Non-executive Chairman of Breedon.
Abicad is a long-term investor in Breedon and intends to hold
its shares (including any additional shares acquired pursuant to
the RABB) for investment purposes. Abicad has been a supportive
shareholder of Breedon since the transformational acquisition of
Hope Construction Materials in 2016.
The purchase of additional shares in this transaction, which it
is willing to make in an amount of up to 84.7 million ordinary
shares (equivalent to approximately 5% of Breedon's total issued
share capital), is a signal of Abicad's continued belief in the
business and Breedon's overall strategic direction.
Abicad confirms that it is not intending to make an offer for
Breedon. This is a statement to which Rule 2.8 of the Takeover Code
(the "Code") applies.
Deutsche Bank Aktiengesellschaft ("Deutsche Bank") is acting as
Sole Bookrunner for the RABB on behalf of Abicad.
The opportunity to participate in the RABB will be made
available to certain professional investors outside the United
States. The bookbuilding for the RABB will commence immediately
following this announcement and may be closed at any time at the
sole discretion of Deutsche Bank and Abicad. The final number of
shares to be purchased will be agreed at the close of the RABB
process at the sole discretion of Abicad and Deutsche Bank, and the
results of the RABB will be announced as soon as practicable
thereafter. To the extent that the RABB is oversubscribed,
applications will be scaled back (whether on a pro rata basis or
otherwise) at the sole discretion of Abicad and Deutsche Bank. The
reverse accelerated bookbuilding procedure enables executing the
repurchase of the Shares in a rapid and cost-efficient manner.
Rule 2.8 notes
Except with the consent of the Panel on Takeovers and Mergers
(the "Takeover Panel"), Abicad is prohibited from announcing an
offer or possible offer for Breedon and from taking certain other
actions as set out in Rule 2.8 of the Code for a period of six
months from the date of this announcement.
Under Note 2 on Rule 2.8 of the Code, Abicad reserves the right
to set the restrictions in Rule 2.8 aside in the following
circumstances: (a) with the agreement of the Board of Breedon; (b)
if a third party announces a firm intention to make an offer for
Breedon; (c) if Breedon announces a Rule 9 waiver proposal (see
Note 1 of the Notes on Dispensations from Rule 9) or a reverse
takeover (as defined in the Code); and (d) if there has been a
material change of circumstances (as determined by the Takeover
Panel).
For further information contact:
Deutsche Bank Aktiengesellschaft Tel: +44 (0) 207 545
(Sole Bookrunner) 8000
Stephane Gruffat
Mark Hankinson
Simon Hollingsworth
Parag Manudhane
IMPORTANT NOTICES
This announcement and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into the United States, Australia,
Canada or Japan or any other jurisdiction in which such publication
or distribution is unlawful. This announcement is for information
purposes only and the information contained herein does not
constitute or form part of an offer to buy, sell, issue, acquire or
subscribe for, or the solicitation of an offer to buy, sell, issue,
acquire or subscribe for, any securities in the United States,
Australia, Canada, Japan or in any other jurisdiction, nor shall
there be any offer, solicitation, sale or purchase of securities in
any jurisdiction in which such offer, solicitation, sale or
purchase would be unlawful. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions.
This announcement is not an offer of securities for sale into
the United States. The securities of Breedon have not or will not
be registered under the U.S. Securities Act of 1933, as amended,
and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction.
The RABB is not being directed, directly or indirectly, to
Breedon investors located in the United States of America, or to
agents, nominees, trustees, custodians or other persons acting for
the account or benefit of such U.S. shareholders, or in any other
jurisdiction where to do so would be unlawful.
This announcement is only directed at (and is only being
distributed to persons outside the United States who are) (i)
persons in any member state of the European Economic Area who are
qualified investors ("Qualified Investors") within the meaning of
Article 2 of the Prospectus Regulation (Regulation (EU) 2017/1129
of 14 June 2017) (and amendments thereto to the extent implemented
in the relevant member state); or (ii) persons in the United
Kingdom who are both (A) investment professionals within the
meaning of Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the "Order"); or
(B) high net worth companies, or persons to whom it can otherwise
be lawfully distributed, falling within the meaning of Article
49(2)(a) to (d) of the Order; and (C) qualified investors as
defined in Article 2 of the UK Prospectus Regulation (Regulation
(EU) 2017/1129 of 14 June 2017 as it has effect in the domestic law
of the United Kingdom by virtue of the European Union (Withdrawal)
Act 2018) (such persons referred to in this sub-paragraph (ii)
being "relevant persons"). This release must not be acted on or
relied on (a) in the United Kingdom, by persons who are not
relevant persons, or (b) in any member state of the European
Economic Area, by persons who are not Qualified Investors, or (c)
elsewhere, by persons who are not permitted to sell or dispose of
securities in the RABB pursuant to applicable legislation.
Any investment or investment activity referred to in this
announcement is only available to, and will only be engaged in
with, (1) relevant persons, in the United Kingdom; (2) Qualified
Investors, in any member state of the European Economic Area; and
(3) persons elsewhere who are permitted to sell or dispose of
securities in the RABB pursuant to applicable legislation. Deutsche
Bank reserves the absolute right to determine who may participate
in the RABB.
Participating in the RABB shall constitute an irrevocable offer
by such participant to sell to Abicad the total number of shares
accepted for purchase from that participant by Deutsche Bank on
behalf of Abicad. Investors offering shares for purchase in the
RABB will be deemed to represent, warrant and undertake to Deutsche
Bank and Abicad that: (a) the investor is the legal and beneficial
owner and has full power and authority to sell, assign or transfer
the shares being sold in the RABB (together with all rights
attaching thereto) and, when the same are purchased by Abicad,
Abicad will acquire such shares free and clear of all liens,
charges, restrictions, claims, equitable interests, encumbrances,
pre-emption rights and third party rights and together with all
rights attaching thereto and such representation and warranty will
be true in all respects at the time Abicad purchases such shares as
if it had been entered into anew at such time and shall not be
extinguished by such purchase; (b) such investor shall do all such
acts and things as shall be necessary or expedient, and execute any
additional documents deemed by Deutsche Bank or Abicad to be
desirable, to complete the purchase of the shares referred to in
this paragraph; (c) such investor has fully observed any applicable
legal requirements, the RABB may be made to him under the laws of
all relevant jurisdictions, and the investor's offer to sell shares
to Abicad, and any acceptance thereof, shall not be unlawful under
the laws of any jurisdiction. Deutsche Bank shall be under no
obligation to purchase any shares in the RABB if its arrangements
with Abicad terminate.
No document soliciting intentions to sell securities has been or
will be prepared in connection with any of the transactions
described in this announcement. Any investment decision to sell
securities as part of the RABB must be made solely on the basis of
publicly available information. Such information is not the
responsibility of, and has not been independently verified by,
Deutsche Bank or Abicad or any of their respective affiliates.
Deutsche Bank Aktiengesellschaft is authorised under German
Banking Law (competent authority: European Central Bank). It is
subject to supervision by the European Central Bank and by BaFin,
Germany's Federal Financial Supervisory Authority. Deutsche Bank
Aktiengesellschaft is a joint stock corporation incorporated with
limited liability in the Federal Republic of Germany, with its head
office in Frankfurt am Main where it is registered in the
Commercial Register of the District Court under number HRB 30
000.
Deutsche Bank is acting exclusively for Abicad and no other
person in connection with the RABB. Deutsche Bank will not regard
any other person as its client in relation to the RABB and will not
be responsible to any other person for providing the protections
afforded to its clients, nor for providing advice in relation to
the contents of this announcement or any transaction, arrangement
or other matter referred to herein (including, without limitation,
the RABB).
Neither Deutsche Bank nor any of its affiliates nor any of their
respective directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to, the
truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to Abicad or
Breedon or any of its or their subsidiaries or associated
companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss
howsoever arising from any use of this announcement or its contents
or otherwise arising in connection therewith.
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END
STRUKVNROUUORAR
(END) Dow Jones Newswires
March 09, 2023 11:56 ET (16:56 GMT)
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