TIDMCPR
RNS Number : 5068S
Carpetright PLC
06 November 2019
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 SUCH
JURISDICTION.
LEI: 213800GO32BSNNHXID90
6 November 2019
Possible offer for
Carpetright plc ("Carpetright" or the "Company")
by
Meditor European Master Fund Limited
(or a company incorporated for this purpose) ("Meditor")
Update on letters of intent
On 31 October 2019, the Company announced an update on its
long-term financing arrangements, the possible offer by Meditor
(the "Possible Offer") and a trading update.
Carpetright stated that irrevocable undertakings and letters of
intent had been received in respect of an aggregate of 72,951,194
ordinary shares in the capital of the Company ("Shares")
representing 24.0% of the issued share capital of the Company (and
34.3% of the share capital not currently held by Meditor) to vote
in favour of the Possible Offer.
On 5 November 2019, a further non-binding letter of intent to
vote in favour of the Possible Offer was received from Investec
Asset Management Limited in respect of 11,311,773 Shares.
Therefore, irrevocable undertakings and letters of intent have
been received in respect of an aggregate of 84,262,967 Shares
representing 27.7% of the issued share capital of the Company (and
39.6% of the share capital not currently held by Meditor) to vote
in favour of the Possible Offer.
There can be no certainty that the Possible Offer will be made,
nor as to its terms. A further statement will be made as
appropriate.
In accordance with Rule 2.6(a) of the Code, by not later than
5.00 pm on 28 November 2019, Meditor must either announce a firm
intention to make an offer for Carpetright in accordance with Rule
2.7 of the Code or announce that it does not intend to make an
offer for Carpetright, 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.
For further enquiries please contact:
Carpetright plc Tel: 01708 802000
Wilf Walsh, Chief Executive Officer
Jeremy Simpson, Chief Financial Officer
Peel Hunt LLP (Rule 3 Adviser) Tel: 020 7418
Dan Webster 8900
George Sellar
Michael Nicholson
Al Rae
Tel: 020 7638
Citigate Dewe Rogerson (Financial PR) 9571
Kevin Smith
Nick Hayns
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,
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
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Carpetright confirms
that, as at the date of this announcement, its issued and fully
paid share capital consists of 303,787,164 ordinary shares with par
value of 1p. The International Securities Identification Number
(ISIN) for the ordinary shares is GB0001772945.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on the website of Carpetright at
https://www.carpetright.plc.uk/investors 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
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
by the Financial Conduct Authority in the UK, is acting exclusively
for Carpetright and no one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than Carpetright for providing the protections
afforded to clients of Peel Hunt nor for providing advice in
connection with the matters referred to herein. Neither Peel Hunt
nor any of its subsidiaries, branches or 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 Peel Hunt in connection with
this announcement, any statement contained herein or otherwise.
Additional information
This announcement includes statements that are, or may be deemed
to be, forward-looking statements. These forward-looking statements
can be identified by the use of forward-looking terminology,
including the terms anticipates, believes, estimates, expects,
intends, may, plans, projects, should or will, or, in each case,
their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters
that are not historical facts. They appear in a number of places
throughout this announcement and include, but are not limited to,
statements regarding the Company's and/or Directors' intentions,
beliefs or current expectations concerning, amongst other things,
the Group's results of operations, financial position, prospects,
growth, strategies and expectations for the floorcoverings and beds
market.
Any forward-looking statements in this announcement reflect the
Company's current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Group's operations,
results of operations and growth strategy. Shareholders should
specifically consider the factors identified in this announcement
which could cause actual results to differ before making any
investment decision. Subject to the requirements of the Prospectus
Rules, the Disclosure Guidance and Transparency Rules, and the
Listing Rules, none of the Company, the Directors nor Peel Hunt
undertakes any obligation publicly to release the result of any
revisions to any forward-looking statements in this announcement
that may occur due to any change in the Company's expectations or
to reflect events or circumstances after the date of this
announcement. Past performance of the Company is not necessarily
indicative of future performance.
This announcement is not an offer to sell or the solicitation of
an offer to buy any securities, and neither this announcement nor
anything herein forms the basis for any contract or commitment
whatsoever. In light of these risks, uncertainties and assumptions,
the events described in the forward-looking statements in this
announcement may not occur.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
LOICKADDBBDDKDK
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November 06, 2019 07:13 ET (12:13 GMT)
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