TIDMJNY
RNS Number : 1879N
Jaguar Holdings Limited
21 October 2016
For immediate release
Not for release, publication or distribution, in whole or in
part, DIRECTLY OR INDIRECTLY in, into or from any RESTRICTED
jurisdiction (INCLUDING THE UNITED STATES OF AMERICA) where to do
so would constitute a violation of the relevant laws or regulations
of such jurisdiction. THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
21 October 2016
RECOMMED CASH OFFER
FOR
JOURNEY GROUP PLC
BY
JAGUAR HOLDINGS LIMITED
POSTING OF OFFER DOCUMENT
On 11 October 2016, the board of directors of Jaguar Holdings
Limited ("Jaguar Holdings") and the Independent Directors of
Journey Group plc ("Journey" or the "Company") announced that they
had reached agreement on the terms of a recommended cash offer to
be made by Jaguar Holdings for the entire issued and to be issued
share capital of Journey under Part 28 of the Companies Act 2006
(the "Offer").
Jaguar Holdings announces that the Offer Document containing the
full terms of, and Conditions to, the Offer, is today being posted
to Journey Shareholders (other than those located in a Restricted
Jurisdiction), together (where appropriate) with the related Form
of Acceptance (with respect to Journey Shares held in certificated
form).
This Offer is a new, separate offer to that which was announced
on 23 August 2016 and lapsed on 3 October 2016. Journey
Shareholders wishing to accept the Offer will therefore need to
take action in accordance with the Offer Document whether or not
they responded to the previous offer.
The Offer will initially remain open for acceptance until 1.00
p.m. (London time) on 11 November 2016.
Full details of the procedure for accepting the Offer are set
out in the letter from Jaguar Holdings to Journey Shareholders in
Part II of the Offer Document and are summarised below.
To accept the Offer in respect of Journey Shares held in
certificated form (that is, not in CREST), Journey Shareholders
must complete the Form of Acceptance in accordance with the
instructions printed on it and set out in paragraph 13.1 of the
letter from Jaguar Holdings to Journey Shareholders in Part II of
the Offer Document and return it (along with the relevant 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 post or
by hand (during normal business hours only) at the Receiving Agent,
Capita Asset Services, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU by not later than 1.00 p.m.
(London time) on 11 November 2016. Additional Forms of Acceptance
can be obtained by contacting Capita Asset Services, between 9.00
a.m. and 5.30 p.m. (London time) Monday to Friday on +44 (0)371 664
0321.
To accept the Offer in respect of Journey Shares held in
uncertificated form (that is, in CREST), Journey Shareholders
should follow the procedure for Electronic Acceptance through CREST
in accordance with the instructions set out in paragraph 13.2 of
the letter from Jaguar Holdings to Journey Shareholders in Part II
of the Offer Document so that a TTE Instruction settles as soon as
possible and, in any event, not later than 1.00 p.m. (London time)
on 11 November 2016. If Journey Shareholders hold their Journey
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.
Capitalised terms used but not defined in this announcement have
the same meaning 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
Journey's website at www.journeygroup.plc.uk until the end of the
Offer Period (or, if later, the end of any competition reference
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:
Jaguar Holdings Limited Tel: +44 (0) 207
Christopher Mills, Director 640 3200
Tim Sturm, Director
Strand Hanson Limited Tel: +44 (0) 207
(Financial Adviser to Jaguar 409 3494
Holdings and Harwood Capital)
Stuart Faulkner
Matthew Chandler
James Dance
Journey Group plc Tel: +44 (0) 208
Stephen Yapp, Executive Chairman 606 1300
Alison Whittenbury, Chief Financial
Officer
Stockdale Securities Limited Tel: +44 (0) 207
(Financial adviser to Journey) 601 6100
Tom Griffiths
Edward Thomas
Nplus1 Singer Advisory LLP Tel: +44 (0) 207
(Nominated Adviser and Broker 496 3000
to Journey)
Nic Hellyer
Alex Price
Lauren Kettle
The Offer is subject to the Conditions and to the further terms
and conditions set out in the Offer Document. The Offer is being
made solely through the Offer Document, contains the full terms and
conditions of the Offer, including details of how to accept the
Offer. Any acceptance in relation to the Offer should be made only
on the basis of the information contained in the Offer Document.
Journey Shareholders are advised to read the Offer Document
carefully once received.
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Jaguar Holdings and Harwood
Capital 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 Jaguar Holdings and Harwood Capital for
providing the protections afforded to clients of Strand Hanson
Limited or for providing advice in relation to the Offer, the
contents of this announcement or any other matter referred to
herein.
Stockdale Securities Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Journey 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
Journey for providing the protections afforded to clients of
Stockdale Securities Limited or for providing advice in relation to
the Offer, the contents of this announcement or any other matter
referred to herein.
Nplus1 Singer Advisory LLP, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively as nominated adviser and broker to Journey 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
Journey for providing the protections afforded to clients of Nplus1
Singer Advisory LLP or for providing advice in relation to the
Offer, the contents of this announcement or any other matter
referred to herein.
In accordance with Rule 30.3 of the Code, you may request a hard
copy of this announcement by contacting the Receiving Agent, Capita
Asset Services, during business hours on 0371 664 0321 from within
the UK or +4420 8639 3399 if calling from outside the UK or by
submitting a request in writing to Capita Asset Services at The
Registry, 34 Beckenham Road, 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 sent in hard copy form.
SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTED
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 IS BEING MADE SOLELY BY MEANS OF THE
OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND CONDITIONS OF THE
OFFER, AND IN THE CASE OF JOURNEY 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.
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 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 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.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of
Journey 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) Journey 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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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
Journey 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 one per cent. or more of any class of relevant
securities of Journey or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant
securities of Journey 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) Journey 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 p.m. (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 Journey 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 Journey and by
any offeror and Dealing Disclosures must also be made by Journey,
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPLLFVIIRLLFIR
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