TIDMBON
RNS Number : 4534F
Spectre Holdings Limited
15 July 2019
15 July 2019
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN
OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
MANDATORY UNCONDITIONAL CASH OFFER
by
Spectre Holdings Limited ("Spectre")
to acquire the entire issued share capital
of
Bonmarché Holdings plc ("Bonmarché")
UPDATE ON LEVEL OF ACCEPTANCES AND CLOSING OF OFFER
On 2 April 2019, Spectre announced, pursuant to Rule 2.7 of the
Takeover Code, that it had unconditionally acquired 26,213,390
Bonmarché Shares and as a result was required under Rule 9 of the
Takeover Code to make a mandatory unconditional cash offer for the
issued and to be issued share capital of Bonmarché not already held
by Spectre and persons acting in concert with it (the "Offer").
On 16 May 2019, Spectre announced that the Offer would remain
open for acceptance until further notice, and that not less than 14
calendar days' notice would be given before the closing of the
Offer.
On 27 June 2019, Spectre gave notice that the Offer would close
at 5.00p.m. on 12 July 2019.
Capitalised terms used in this announcement, unless otherwise
defined, have the same meanings as set out in the Offer Document
issued by Spectre on 25 April 2019.
Level of acceptances
As at 5.00 p.m. on 12 July 2019, being the closing date of the
Offer, Spectre had received valid acceptances under the Offer in
respect of 6,955,723 Bonmarché Shares representing approximately
13.9 per cent. of the existing issued ordinary share capital of
Bonmarché. So far as Spectre is aware, no acceptances have been
received from persons acting in concert with Spectre or in respect
of shares which were subject to an irrevocable commitment or a
letter of intent procured by Spectre or any person acting in
concert with Spectre.
The percentages specified in this announcement are based on a
current issued share capital of 50,018,150 Bonmarché Shares.
Interests in relevant securities
At the time of making the Offer, Spectre held 26,213,390
Bonmarché Shares, representing approximately 52.4 per cent. of the
existing issued ordinary share capital of Bonmarché.
Between 16 May 2019 (being the date Spectre announced that the
Offer would remain open for acceptances until further notice) and
5.00p.m. on 12 July 2019, Spectre acquired, otherwise than pursuant
to acceptances under the Offer, and in each case at a price equal
to or lower than the 11.445 pence per share Offer price, a total of
13,355,690 further Bonmarché Shares, representing approximately
26.7 per cent. of the existing issued ordinary share capital of
Bonmarché.
Accordingly, as at 5.00 p.m. on 12 July 2019, Spectre either
owned, or had received valid acceptances under the Offer, in
respect of a total of 46,524,803 Bonmarché Shares, representing
approximately 93.0 per cent. of the existing issued ordinary share
capital of Bonmarché.
Save as disclosed in this announcement, as at 5.00 p.m. on 12
July 2019, neither Spectre, nor any directors of Spectre, nor, so
far as Spectre is aware, any person acting in concert with
Spectre:
a) owns or controls any Bonmarché Shares or any securities convertible or exchangeable into Bonmarché Shares (including pursuant to any long exposure, whether conditional or absolute, to changes in the prices of securities) or any rights to subscribe for or purchase the same, or holds any options (including traded options) in respect of, or has any option to acquire, any Bonmarché Shares or has entered into any derivatives referenced to Bonmarché Shares ("Relevant Bonmarché Shares") which remain outstanding;
b) has borrowed or lent any Relevant Bonmarché Shares (save for
any borrowed Relevant Bonmarché Shares which have been either
on-lent or sold); or
c) has procured any irrevocable commitment or letter of intent
in respect of any Relevant Bonmarché Shares.
Settlement of consideration
Settlement of the consideration under the Offer due to Bonmarché
Shareholders who validly accepted the Offer by 5.00 p.m. on 12 July
2019, but which has not yet been settled, will be effected within
14 calendar days from the date of their acceptance.
Closing of the Offer
As set out in the announcement on 27 June 2019, the Offer was
open for acceptance until 5.00 p.m. on 12 July 2019 and would not
be extended. Therefore, the Offer is now closed for further
acceptance.
De-listing
Since Spectre has:
a) by virtue of its shareholding and acceptances of the Offer,
increased its aggregate shareholding to not less than 75 per cent.
of the share capital of Bonmarché; and
b) obtained acceptances of the Offer or acquired Bonmarché Shares (excluding the 26,213,390 Bonmarché Shares acquired by Spectre on 2 April 2019) from Bonmarché Shareholders that represent a majority of the voting rights held by Bonmarché Shareholders on 2 April 2019 (excluding the 26,213,390 Bonmarché Shares acquired by Spectre on 2 April 2019),
Spectre intends to procure that Bonmarché applies for the
cancellation of the listing of Bonmarché Shares on the Official
List of the UK Listing Authority and for the cancellation of
trading of Bonmarché Shares on the Main Market of the London Stock
Exchange.
It is anticipated that such cancellations will take effect no
earlier than 12 August 2019, being 20 Business Days from today's
date, or, if the UK Listing Authority so agrees, no earlier than 6
August 2019, being 20 Business Days from the date when Spectre
obtained the relevant shareholding and acceptances referred to in
(a) and (b) above.
Enquiries:
Zeus Capital Limited
(Financial Adviser to Spectre)
+44 (0) 161 831 1512
Tremayne Ducker
Nick Cowles
A copy of this announcement will be available at
www.spectredxb.com. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Zeus Capital, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Spectre and no one else in connection with the Offer and will
not be responsible to anyone other than Spectre for providing the
protections afforded to its clients, nor for providing advice in
relation to the Offer or in relation to the contents of this
announcement or any transaction or arrangement referred to in this
announcement.
The directors of Spectre and Philip Day accept responsibility
for the information contained in this announcement. To the best of
their knowledge and belief (having taken all reasonable care to
ensure that such is the case), the information contained in this
announcement (other than any information relating to Bonmarché,
Bonmarché's directors or their immediate families, related trusts
and connected persons) for which they are responsible is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
Publication on Website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement together with all information incorporated into
this announcement by reference to another source will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Spectre's website (www.spectredxb.com)
by no later than 12 noon (London time) on the Business Day
following the publication of this announcement. For the avoidance
of doubt, the contents of the website are not incorporated by
reference and do not form part of this announcement.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
calling Zeus Capital on +44 (0) 161 831 1512. 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 in hard copy form
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
OUPCKQDNABKDKOD
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