TIDMAMR
RNS Number : 7266A
Armour Group PLC
24 December 2014
Not for release, publication or distribution, in whole or in
part, directly or indirectly in or into or from any jurisdiction
where to do so would constitute a violation of the relevant laws of
such jurisdiction.
Armour Group plc
('Armour' or the 'Company')
Response to mandatory offer for the Company
The Company notes that Hawk Investment Holdings Limited
("Hawk"), a company wholly controlled by ALR ("Bob") Morton
(Chairman of the Company), has today announced a mandatory cash
offer (the "Offer") for the Company under Rule 9 of the City Code
on Takeovers and Mergers (the "City Code") to acquire all of the
issued share capital of the Company not already owned by Hawk and
the persons acting in concert with Hawk.
The Independent Director of Armour, being Mark Wilson, expects
that, in the absence of any change of circumstances, his response
to the Offer will be included within the Offer Document to be
published by Hawk. In the meantime, shareholders are advised to
take no action in relation to the Offer.
Enquiries:
For further information please visit www.armourgroup.uk.com or
contact:
Armour Group Tel: 01634 673172
plc
Mark Wilson,
Finance Director
finnCap Ltd (Rule Tel: 0207 220
3 Advisor and 0500
NOMAD)
Geoff Nash
Grant Bergman
Stephen Norcross
(Broking)
Important Notes
This Announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer will be made solely by means
of an offer document and a form of acceptance, which will contain
the full terms and conditions of the Offer, including details of
how the Offer may be accepted. Any decision in respect of, or other
response to, the Offer should be made only on the basis of the
information contained in those documents.
finnCap Ltd which is regulated in the United Kingdom by The
Financial Conduct Authority is acting for the Company in relation
to the matters described in this document and is not advising any
other person, and accordingly will not be responsible to anyone
other than the Company for providing the protections afforded to
customers of finnCap or for providing advice in relation to the
matters described in this announcement.
The independent director of Armour, being Mark Wilson accepts
responsibility for the information contained in this announcement.
To the best of his knowledge and belief (having taken all
reasonable care to ensure that such is the case), the information
contained in this announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
Important notice to overseas shareholders
The release, publication or distribution of this Announcement is
not being made, directly or indirectly, in, into or from any
jurisdiction where to do so would violate the laws in that
jurisdiction (each a "Restricted Jurisdiction"), and the Offer is
not capable of acceptance from or within a Restricted Jurisdiction.
Accordingly, copies of this Announcement are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement (including custodians, nominees
and trustees) must not mail or otherwise distribute or send it in,
into or from such jurisdictions. The availability of the Offer to
Armour Group plc Shareholders who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions
in which they are resident. Such persons should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdictions.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City 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 City 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,
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."
Publication on website
In accordance with Rule 30.4 of the Code, a copy of this
Announcement, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, will be available free of
charge on Armour's website at: http://www.armourgroup.uk.com by no
later than 12 noon (London time) on 29 December 2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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