RSM Tenon Group PLC Statement regarding unsolicited approach (1826K)

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RNS Number : 1826K

RSM Tenon Group PLC

25 July 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

RSM Tenon Group PLC

Statement regarding unsolicited approach

The Board of RSM Tenon Group plc ("RSM Tenon" or the "Company") announces that it is in discussions with Baker Tilly UK Holdings Limited ("Baker Tilly") which may or may not lead to an offer being made for the entire issued share capital of the Company. The Company has been providing certain information to Baker Tilly to facilitate their investment evaluation process.

Given the level of debt within the Company, any potential transaction would require the support of its sole lender, Lloyds Banking Group plc. As a consequence, the Board considers that, if an offer is made, it is likely to be at a level which is significantly below the current market price of the ordinary shares of the Company.

This announcement is being made with the agreement and approval of Baker Tilly. In accordance with Rule 2.5 (c) of the City Code on Takeovers and Mergers, it will be an unwaivable pre-condition of the offer being discussed with Baker Tilly that Lloyds Banking Group plc's support is obtained before an offer can be made.

This announcement does not amount to a firm intention to make an offer and, accordingly, there can be no certainty that an offer will be made.

In accordance with Rule 2.6 of the City Code on Takeovers and Mergers, Baker Tilly must by 5.00pm on 22 August either announce a firm intention to make an offer for RSM Tenon or announce that it does not intend to make an offer for RSM Tenon, unless the Takeover Panel agrees otherwise.

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, RSM Tenon confirms that it has 322,524,903 ordinary shares of 1 pence each in issue and admitted to trading on the London Stock Exchange under the ISIN code GB0002293446.

A further announcement will be made in due course as appropriate.

25 July 2013

Enquiries:

 
 College Hill 
  Tony Friend     +44 (0)20 7457 
  Antonia Coad     2020

About RSM Tenon

RSM Tenon (LSE: TNO) is the 7th largest accountancy and business advisory firm in the UK, employing circa 2,500 people across 38 offices. RSM Tenon is an independent member of RSM Tenon International, the 7th largest network of independent accounting and consulting firms worldwide with more than 700 offices across more than 100 countries.

For more information visit www.rsmtenon.com

Disclosure requirements of the Takeover Code (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 paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 paper 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

This information is provided by RNS

The company news service from the London Stock Exchange

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