ISG PLC Response to Offer (8531I)
December 11 2015 - 9:59AM
UK Regulatory
TIDMISG
RNS Number : 8531I
ISG PLC
11 December 2015
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 THAT
JURISDICTION
ISG plc ("ISG")
RESPONSE TO UNSOLICITED OFFER
The Board of ISG, which is being advised by Numis Securities Ltd
("Numis"), has considered today's announcement by Cathexis UK
Holdings Ltd ("Cathexis") of an unsolicited offer for ISG.
The Board is unanimous in its rejection of the offer of 143
pence per share which it believes significantly undervalues ISG and
its future prospects.
The Board will be writing to shareholders with its formal
response to the offer once the offer document has been posted. In
the meantime, shareholders are strongly advised to take no action
and, in particular, not to sell their ISG shares.
Roy Dantzic, Non-Executive Chairman of ISG said:
"Cathexis' offer is unsolicited and totally inadequate.
Disappointing trading conditions in our UK Construction divisions
aside, it fails to reflect the strong trading conditions and
outlook for the rest of our business. As such the Board urges ISG
shareholders to reject this offer once made."
Further announcements will be made as and when appropriate.
11 December 2015
Enquiries:
ISG plc
David Lawther, Chief Executive Officer 020 7392 5250
Jonathan Houlton, Group Finance Director
Numis Securities Ltd
Michael Meade 020 7260 1000
Stuart Ord
Ben Stoop
Instinctif
Matthew Smallwood, Helen Tarbet 020 7457 2020
Disclaimer
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for ISG and no one else in connection with the offer
and the contents of this announcement and will not be responsible
to anyone other than ISG for providing the protections afforded to
its clients nor for providing advice in connection with the offer
or any matter referred to herein.
Dealing Disclosure Requirements
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, 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 company news service from the London Stock Exchange
END
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