Brady plc Statement re Possible Offer (7197T)
November 18 2019 - 4:00AM
UK Regulatory
TIDMBRY
RNS Number : 7197T
Brady plc
18 November 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF
THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT
CONSTITUTE A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE
CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE FOR
BRADY PLC, NOR AS TO THE TERMS ON WHICH AN OFFER MAY BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014
18 November 2019
Brady plc
(the "Company")
Statement re Possible Offer
The Board of Directors of the Company announces that the Company
has received an approach from a potential offeror ("Potential
Competing Offeror"), which may or may not lead to an offer being
made by the Potential Competing Offeror to acquire the Company's
entire issued and to be issued share capital.
Discussions remain at an early stage. Accordingly, there can be
no certainty that a competing offer will be made for the Company,
nor as to the terms on which any such offer may be made.
In accordance with Rule 2.6(e) of the Code, the Potential
Competing Offeror must, by not later than 5.00 p.m. on 9 December
2019, either (i) announce a firm intention to make an offer for the
Company in accordance with Rule 2.7 of the Code; or (ii) confirm to
Brady plc that it does not intend to make an offer, in which case
Brady plc must promptly announce that fact and the Potential
Competing Offeror would be treated as if it had then made a
statement to which Rule 2.8 of the Code applies.
This is an announcement falling under Rule 2.4 of the Code and
does not constitute an announcement of a firm intention to make an
offer under Rule 2.7 of the Code.
In accordance with Rule 2.4(b) of the Code, the Company is not
required to identify the Potential Competing Offeror and this
announcement has been made without the consent of the Potential
Competing Offeror.
Further announcements will be made as and when appropriate.
For further information please contact:
Brady plc
Carmen Carey, Chief Executive Telephone: +44 (0)20
Martin Thorneycroft, Chief Financial 3301 1200
Officer
Cenkos Securities Telephone: +44 (0)20
Ben Jeynes / Cameron MacRitchie 7397 8900
Newgate Communications Telephone: +44 (0)20
Bob Huxford / Ian Silvera / Megan Kovach 7382 4730
Publication of this announcement
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, at www.bradyplc.com no later than 12 noon (London
time) on 19 November 2019. The content of the website referred to
in this announcement is not incorporated into and does not form
part of this announcement.
Disclosure requirements of 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 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 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(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 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.
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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