Hawk Investment Hldgs Ltd First closing date (3321E)

TIDMAMR

RNS Number : 3321E

Hawk Investment Hldgs Ltd

06 February 2015

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 THAT JURISDICTION.

6 February 2015

MANDATORY CASH OFFER

FOR

ARMOUR GROUP PLC

HAWK INVESTMENT HOLDINGS LIMITED

FIRST CLOSING DATE

Introduction

On 16 January 2015, Hawk Investment Holdings Limited ("Hawk"), made a mandatory cash offer for the entire issued and to be issued share capital of Armour Group plc ("Armour") not already owned by it or by persons acting in concert with it (the "Offer").

On 4 February 2015, Hawk announced that on 3 February 2015 the acceptance condition had been satisfied and, since the acceptance condition was the only condition to the Offer, the Offer was then wholly unconditional. Hawk also announced on 4 February 2015 that the Offer would be extended for a period of 14 days from the first closing date of 6 February 2015 and, accordingly, will remain open until 1.00 p.m. (London time) on 20 February 2015, when it will close.

Level of acceptances at First Closing Date

As at 1.00 p.m. (London time) today, 6 February 2015, valid acceptances of the Offer had been received in respect of 14,082,590 Armour Shares, representing approximately 14.51 per cent. of Armour's existing issued share capital. So far as Hawk is aware, none of these acceptances have been received from persons acting, or deemed to be acting, in concert with Hawk for the purposes of the Offer.

Prior to the announcement of the Offer, Hawk and persons acting in concert with it owned 45,236,582 Armour Shares representing approximately 46.61 per cent. of Armour's existing issued ordinary share capital.

Accordingly, the total number of Armour Shares held by Hawk and persons acting in concert with it, together with those in respect of which valid acceptances of the Offer have been received, is now 59,319,172 Armour Shares, representing approximately 61.12 per cent. of Armour's existing issued share capital.

Save as disclosed in this announcement, neither Hawk nor any persons acting, or deemed to be acting, in concert with Hawk for the purposes of the Offer has any interest in relevant securities of Armour or a right to subscribe for any relevant securities of Armour or any short positions (whether conditional or absolute and whether in the money or otherwise), including any short positions under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in respect of any relevant securities of Armour or has during the Offer Period borrowed or lent any relevant securities of Armour.

Further acceptance of the Offer

Full details of the procedure for accepting the Offer are set out in the letter from Hawk to Armour Shareholders in Part I of the Offer Document and are summarised below.

To accept the Offer in respect of Armour Shares held in certificated form (that is, not in CREST), Armour Shareholders must complete the Form of Acceptance in accordance with the instructions printed on it and in paragraph 12.1 of the letter from Hawk to Armour Shareholders set out in Part I of the Offer Document, and return it (along with any appropriate share certificate(s) and/or other document(s) of title) using the accompanying reply-paid envelope (for use within the UK only) as soon as possible and, in any event, so as to be received by Capita Asset Services by 1.00 p.m. (London time) on 20 February 2015. Additional Forms of Acceptance can be obtained by contacting Capita Asset Services on telephone number 0871 664 0321 (or, if telephoning from outside the UK, on telephone number +44 20 8639 3399).

To accept the Offer in respect of Armour Shares held in uncertificated form (that is, in CREST), Armour Shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in paragraph 12.2 of the letter from Hawk to Armour Shareholders set out in Part I of the Offer Document so that a TTE Instruction settles as soon as possible and, in any event, no later than 1.00 p.m. (London time) on 20 February 2015. If Armour Shareholders hold their Armour Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction to CREST.

General

Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Offer Document.

A copy of this announcement, the Offer Document and the Form of Acceptance will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the website of Armour at www.armourgroup.uk.com until the end of the Offer Period. For the avoidance of doubt, the contents of the website referred to above are not incorporated into and do not form part of this announcement.

Enquiries

On behalf of the Hawk Concert Party: +44 (0) 7797 751457

Bob Morton

On behalf of Hawk: +44 (0) 1481 724136

Anthony Holt

   On behalf of Hub Capital Partners Limited - Financial Adviser to Hawk:       +44 (0) 20 7653 8740

David Davies

Hub Capital Partners Limited is acting exclusively as financial adviser to Hawk and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than Hawk for providing the protections afforded to clients of Hub Capital Partners Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Capita Asset Services during business hours on 0871 664 0321 from within the UK or +44 02 8639 3399 if calling from outside the UK or by writing to them at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. It is important that you note that unless you make a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF ARMOUR SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT. SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY, ONCE IT HAS BEEN DESPATCHED.

The availability of the Offer and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this announcement and any formal documentation relating to the Offer 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 and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.

This announcement has been prepared for the purpose of complying with English law, the City Code and the AIM Rules 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 the United Kingdom.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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