MUR Murgitroyd Group Plc

TIDMMUR TIDMTTM

RNS Number : 6899R

Murgitroyd Group PLC

30 October 2019

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 SUCH

JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF

ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) No. 596/2014

FOR IMMEDIATE RELEASE

RECOMMED CASH ACQUISITION

of

Murgitroyd Group PLC

By

Project Petra Bidco Limited

a newly incorporated entity indirectly controlled by funds managed by Sovereign Capital Partners LLP

to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006

Posting of Scheme Document

On 18 October 2019, the Boards of Bidco and Murgitroyd announced that they had reached agreement on the terms of a recommended cash offer, to be made by Bidco to acquire the entire issued and to be issued share capital of Murgitroyd. The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006.

The Directors of Murgitroyd are pleased to announce that they are today posting to Murgitroyd Shareholders a circular in relation to the Acquisition (the "Scheme Document"), setting out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Murgitroyd Shareholders, together with the Forms of Proxy for the Court Meeting and the General Meeting. Murgitroyd is also posting the Scheme Document to participants in the Murgitroyd Unapproved Share Schemes for information only and those persons with information rights.

Capitalised terms in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document. Copies of this Announcement and the Scheme Document will be available free of charge (subject to certain restrictions relating to persons in Restricted Jurisdictions) on Murgitroyd's website at www.murgitroydgroup.com up to and including the Effective Date. The contents of this website are not incorporated into, and do not form part of, this Announcement.

Notices of the Court Meeting and General Meeting

As detailed further in the Scheme Document, the Scheme is subject to the Conditions. To become effective, the Scheme requires, among other things, that the requisite majorities of Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that the requisite majorities of Murgitroyd Shareholders vote in favour of the special resolution to be proposed at the General Meeting.

Notices convening the Court Meeting and the General Meeting for 2.30 p.m. and 2.45 p.m. respectively on 26 November 2019 (or, in respect of the General Meeting, as soon thereafter as the Court Meeting is concluded or adjourned), to be held at the offices of Burness Paul LLP, 50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ, are set out in the Scheme Document. Forms of Proxy for use at such Meetings are enclosed with the Scheme Document.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. Murgitroyd Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy or appoint a proxy electronically, as soon as possible.

Cancellation of admission of Murgitroyd Shares to trading on AIM

If the Scheme becomes effective in accordance with its terms, it is intended that dealings in Murgitroyd Shares will be suspended at 6.00 p.m. on 18 December 2019 and subsequently Murgitroyd Shares will be cancelled from admission to trading on AIM at 7.00 a.m. on 20 December 2019.

Dividend

On 17 September 2019, Murgitroyd released its final results for the year ended 31 May 2019, within which the Board of Murgitroyd announced a proposed final dividend of 15.0 pence per Murgitroyd Share (the "Final Dividend") payable to Murgitroyd Shareholders on the register as at close of business on 11 October 2019 (the "Record Date"), which remains subject to approval by Murgitroyd Shareholders at the Murgitroyd 2019 annual general meeting convened for 31 October 2019. Subject to such shareholder approval, Murgitroyd Shareholders on the register at the Record Date will be entitled to receive and retain the Final Dividend. No other dividend is currently contemplated by Murgitroyd to be declared, approved, made or paid from the date of this Announcement and before the Effective Date.

Timetable

The current expected timetable of principal events for the implementation of the Scheme is set out below and in the Scheme Document. If any of the key dates set out in the expected timetable changes, an announcement will be made through a Regulatory Information Service.

All times shown in this Announcement are references to London time unless otherwise stated.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Event                                          Expected time/date (1) 
 
 Latest time for lodging Forms of 
  Proxy for the: 
 
 -- Court Meeting (BLUE form)                   2.30 p.m. on 22 November 
                                                 2019 (2) 
 
 -- General Meeting (WHITE form)                2.45 p.m. on 22 November 
                                                 2019 (3) 
 
 Voting Record Time                             6.30 p.m. on 22 November 
                                                 2019 (4) 
 
 Court Meeting                                  2.30 p.m. on 26 November 
                                                 2019 
 
 General Meeting                                2.45 p.m. on 26 November 
                                                 2019 (5) 
 Court Hearing to sanction the Scheme           D (6) 
 
 Last day of dealings in, and for               D+1 (7) 
  registration of transfers of, and 
  disablement in CREST of, Murgitroyd 
  Shares 
 
 Scheme Record Time                             6.00 p.m. on D+1 (7) 
 
 Suspension of dealings in Murgitroyd           6.00 p.m. on D+1 (7) 
  Shares 
 
 Effective Date of the Scheme                   D+2 (7) 
 
 Cancellation of admission to AIM               7.00 a.m. on D+3 
  of Murgitroyd Shares 
 
 Despatch of cheques in respect of              By D+16 (7) 
  Cash Consideration or CREST accounts 
  credited in respect of Cash Consideration 
 
 Latest date by which Scheme must               31 January 2020 (8) 
  be implemented 
 

Notes:

   (1)   All times set out in this timetable refer to London time unless otherwise stated. 

(2) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged by: (i) 2.30 p.m. on 22 November 2019; or (ii) if the Court Meeting is adjourned, not later than 48 hours (excluding any day which is not a Business Day) prior to the time appointed for the Court Meeting, and in each case, in accordance with the instructions on the BLUE Form of Proxy. BLUE Forms of Proxy not so lodged may be handed to Link Asset Services (on behalf of the chairman of the Court Meeting) before the start of the Court Meeting and will still be valid.

(3) WHITE Forms of Proxy for the General Meeting must be lodged by: (i) 2.45 p.m. on 22 November 2019; or (ii) if the General Meeting is adjourned, not later than 48 hours (excluding any day which is not a Business Day) prior to the time appointed for the General Meeting, and, in each case, in accordance with the instructions on the WHITE Form of Proxy. If the WHITE Form of Proxy is not so lodged, it will be invalid.

(4) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.30 p.m. on the day falling two Business Days before the date of the adjourned meeting.

   (5)   Or as soon thereafter as the Court Meeting shall have concluded or been adjourned. 
   (6)   This date is subject to change but is expected to be on or around 17 December 2019. 

(7) These times and dates are indicative only and will depend on, among other things, the dates upon which: (a) the Court sanctions the Scheme; and (b) the Conditions are satisfied or (where applicable) waived.

(8) The latest date by which the Scheme must be implemented may be extended by agreement between Murgitroyd and Bidco with the prior consent of the Panel and the approval of the Court.

 
Enquiries: 
Bidco / Sovereign                                    Tel: +44 (0) 207 
                                                      340 8800 
Jeremy Morgan / Jonathan Thorne / James Dargan 
 / Oliver Bee 
Zeus Capital (Financial Adviser to Bidco             Tel: +44 (0) 161 
 and Sovereign)                                       831 1512 
 Nick Cowles / Jamie Peel / Andrew Jones / 
 Kieran Russell                                       Tel: +44 (0) 203 
 Spectrum (Financial Adviser to Bidco and             978 8990 
 Sovereign) 
Mark Farlow / Sanj Benawra / James Mines 
Murgitroyd                                           Tel: +44 (0) 141 
                                                      307 8400 
Edward Murgitroyd / Keith Young 
Nplus1 Singer (Financial Adviser, Joint Rule 
 3 Adviser and Broker to Murgitroyd)                   Tel: +44 (0) 207 
 Sandy Fraser / George Tzimas / Amanda Gray            496 3000 
Deloitte (Financial Adviser and Joint Rule 
 3 Adviser to Murgitroyd) 
Chris Nicholls / Gavin Hood / Craig Lukins           Tel: +44 (0) 207 
 / Roger Mayor                                        936 3000 
Media and Investor Enquiries: 
TB Cardew (Public Relations Advisers to Murgitroyd)  Tel: +44 (0) 207 
                                                      930 0777 
Nadja Vetter 
 
 

DWF Law LLP is providing legal advice to Bidco and Sovereign. Burness Paull LLP is providing legal advice to Murgitroyd.

Important notices

Zeus Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and Sovereign and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than Bidco and Sovereign for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. Neither Zeus Capital, 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 Zeus Capital in connection with the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement or otherwise.

Spectrum is acting exclusively as financial adviser to Bidco and Sovereign and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than Bidco and Sovereign for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

Nplus1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to Murgitroyd and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than Murgitroyd for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

Deloitte is acting for Murgitroyd and no-one else in connection with the Acquisition and will not be responsible to anyone other than Murgitroyd for providing the protections offered to clients of Deloitte or for providing advice in relation to the Acquisition. Deloitte is authorised and regulated in the United Kingdom by the Financial Conduct Authority in respect of regulated activities. Deloitte can be contacted at its principal office: 1 New Street Square, London EC4A 3HQ.

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer, invitation, inducement or the solicitation of an offer to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction (pursuant to the Acquisition or otherwise) nor shall there be any sale, issuance or transfer of any securities pursuant to the Acquisition in any jurisdiction in contravention of any applicable laws.

The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, any document by which the Takeover Offer is made), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme and the Special Resolution proposed at the General Meeting. Any decision, vote or other response in respect of the Acquisition should be made only on the basis of information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, any document by which the Takeover Offer is made). Murgitroyd will prepare the Scheme Document to be distributed to Murgitroyd Shareholders at no cost to them. Murgitroyd Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it becomes available because it will contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus or a prospectus equivalent document.

This Announcement has been prepared for the purpose of complying with Scots law and the Code 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.

No person should construe the contents of this announcement as legal, financial or tax advice and any interested person should consult its own advisers in connection with such matters.

Overseas jurisdictions

The release, publication or distribution of this Announcement in certain jurisdictions other than the United Kingdom may be restricted by law and the ability of Murgitroyd Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be restricted by the laws and/or regulations of those jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares with respect to the Scheme at the Court Meeting or with respect to the Special Resolution at the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting and/or General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or Murgitroyd Shareholders who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements in their jurisdiction. To the fullest extent permitted by applicable law, the Bidco Group and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

The Acquisition will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction and no person may vote in favour of the Acquisition by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition 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 or into or from any Restricted Jurisdiction.

The receipt of cash pursuant to the Acquisition by Murgitroyd Shareholders in overseas jurisdictions may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each such Murgitroyd Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Acquisition.

Further details in relation to Murgitroyd Shareholders in overseas jurisdictions will be contained in the Scheme Document.

Notice to US investors

Murgitroyd Shareholders in the United States should note that the Acquisition relates to the securities of a company organised under the laws of Scotland and is proposed to be effected by means of a scheme of arrangement under the Companies Act. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with Scots law, the Code and UK disclosure requirements, format and style applicable to a scheme of arrangement, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom under the Code to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. However, Bidco reserves the right to implement the Acquisition by means of a Takeover Offer for the entire issued share capital of Murgitroyd as an alternative to a scheme of arrangement.

The information contained in this document has neither been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon the fairness or merits of the proposal contained in this document or determined the adequacy or accuracy of the information contained herein. Any representation to the contrary is a criminal offence in the United States.

Murgitroyd's financial statements, and all financial information that is included in this Announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles. US generally accepted principals differ in certain respects from International Financial Reporting Standards. None of the financial information in this document has been audited in accordance with the auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board of the US.

If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US securities laws and regulations, including to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance with the Code. Such a Takeover Offer would be made in the United States by Bidco and no one else. Accordingly, the Acquisition would be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

The receipt of cash pursuant to the Acquisition by a Murgitroyd Shareholder in the United States as consideration for the transfer of its Murgitroyd Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under any applicable United States state and local income tax laws. Each Murgitroyd Shareholder in the United States is urged to consult his independent professional tax or legal adviser immediately regarding the US federal, state and local income and non-income tax consequences of the Acquisition applicable to him as well as any consequences arising under the laws of any other taxing jurisdiction.

It may be difficult for Murgitroyd Shareholders in the United States to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Murgitroyd are located in a country other than the US, and some or all of their officers and directors are residents of countries other than the US. Murgitroyd Shareholders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice and consistent with Rule 14e-5(b) under the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Murgitroyd outside such a Takeover Offer during the period in which such a Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would occur outside the US either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including to the extent applicable, the US Exchange Act and the Code. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will be publicly disclosed in the US to the extent that such information is made public in the UK.

Forward Looking Statements

This Announcement contains certain statements about Topco, Bidco and Murgitroyd that are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact, are or may be deemed to be, forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are therefore subject to known and unknown risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects", "goal", "objective", "outlook", "risks", "seeks" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might", "probably" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement. Any forward-looking statements made in this Announcement on behalf of Topco, Bidco or Murgitroyd are made as of the date of this Announcement based on the opinions and estimates of directors of Topco, Bidco and Murgitroyd, respectively. Each of Topco, Bidco and Murgitroyd and their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except as required by applicable law. Neither Topco, Bidco, Murgitroyd nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur.

No forward-looking or other statements have been reviewed by the auditors of Topco, Bidco or Murgitroyd. All subsequent oral or written forward-looking statements attributable to Topco, Bidco, Murgitroyd or to any of their respective members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

No profit forecasts or estimates

Nothing in this Announcement is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance of Topco, Bidco or Murgitroyd for any period and no statement in this Announcement should be interpreted to mean that cash flow from operations, earnings, or earnings per share or income for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings, earnings per share or income of Murgitroyd.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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) of the Code applies must be made by no later than 3:30 p.m. (London time) on the 10(th) Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10(th) 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 per cent. 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, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 an offeree company or a securities exchange offeror, they will normally be deemed to be a single person for the purpose of Rule 8.3 of the Code.

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 of the Code).

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 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.

Publication on website and availability of hard copies

A copy of this Announcement and the display documents required to be published pursuant to Rules 26.1 and 26.2 of the Code will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Murgitroyd's website at www.murgitroydgroup.com by no later than 12 noon (London time) on the Business Day following this Announcement. Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

Any person who is required to be sent a copy of this Announcement under the Code, and who has not received a hard copy of it, may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement) by submitting a request by telephone to Link Asset Services on +44 (0)37 1664 0321 during normal business hours. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Save as otherwise referred to above, a hard copy of this Announcement will not be sent unless requested. Any such person may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form.

Relevant securities in issue

In accordance with Rule 2.9 of the Code, Murgitroyd confirms that, as at the Last Practicable Date, its current issued share capital comprises 9,009,347 ordinary shares of 10 pence each. Murgitroyd does not hold any Murgitroyd Shares in treasury. The International Securities Identification Number for Murgitroyd Shares is GB0031067456.

Electronic communications

Please be aware that all addresses, electronic addresses (if any) and certain other information provided by the Murgitroyd Shareholders, persons with information rights and other relevant persons for the receipt of communications from Murgitroyd may be provided to offerors (including Bidco) during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

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

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(END) Dow Jones Newswires

October 30, 2019 12:30 ET (16:30 GMT)