TIDMJNY
RNS Number : 1741O
Jaguar Holdings Limited
02 November 2016
For immediate release
Not for release, publication or distribution, in whole or in
part, DIRECTLY OR INDIRECTLY in, into or from any RESTRICTED
jurisdiction (INCLUDING THE UNITED STATES OF AMERICA) where to do
so would constitute a violation of the relevant laws or regulations
of such jurisdiction. THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
2 November 2016
RECOMMED MANDATORY CASH OFFER
FOR
JOURNEY GROUP PLC
BY
JAGUAR HOLDINGS LIMITED
FURTHER ACQUISITION OF JOURNEY SHARES
On 1 November 2016, Jaguar Holdings announced that its Offer had
become a recommended mandatory cash offer (the "Recommended
Mandatory Offer"), pursuant to Rule 9 of the Code, as a result of
its acquisition of 1,557,771 Journey Shares from Kestrel Partners
LLP (representing approximately 13.15 per cent. of the issued share
capital of Journey). Jaguar Holdings announces that it has today
acquired a further 581,668 Journey Shares (representing
approximately 4.91 per cent. of the existing issued share capital
of Journey) from SVG Capital PLC, at a price of 240 pence per
Journey Share (the "Further Share Purchase").
The Further Share Purchase, when aggregated with the Journey
Shares already held by Jaguar Holdings and the Existing Harwood
Investors, results in Jaguar Holdings together with the Harwood
Funds being interested, in aggregate, in 5,685,750 Journey Shares,
representing approximately 48.00 per cent. of the existing issued
share capital of Journey.
The Irrevocable Undertakings to accept the Recommended Mandatory
Offer, provided by certain of the Independent Directors, and, in
respect of Dimitri Goulandris, the trustee of the trust in which he
is a named beneficiary (further details of which are set out in
paragraph 9 of Appendix V to the Original Offer Document) amount,
in aggregate, to 1,236,353 Journey Shares representing
approximately 10.44 per cent. of the existing issued Journey
Shares. Jaguar Holdings and the Harwood Funds, are therefore
together interested in, or have obtained Irrevocable Undertakings
in respect of, in aggregate, 6,922,103 Journey Shares, representing
approximately 58.43 per cent. of the existing issued Journey
Shares.
Accordingly, it remains highly probable that the Revised
Condition (as defined in the Mandatory Offer Document sent to
Journey Shareholders on 1 November 2016), being the only condition
to the Recommended Mandatory Offer, will be met within 14 days of
the date of posting of the Mandatory Offer Document.
Capitalised terms and expressions used in this announcement
shall, unless otherwise defined herein and save as the context
otherwise requires, have the same meanings as given to them in the
Offer Announcement dated 11 October 2016 and the Original Offer
Document which was posted to Journey Shareholders on 21 October
2016, as updated by the additional definitions set out in Appendix
III to the Mandatory Offer Document which was posted to Journey
Shareholders on 1 November 2016.
Enquiries:
Jaguar Holdings Limited Tel: +44 (0) 207
Christopher Mills, Director 640 3200
Tim Sturm, Director
Strand Hanson Limited Tel: +44 (0) 207
(Financial Adviser to Jaguar 409 3494
Holdings and Harwood Capital)
Stuart Faulkner
Matthew Chandler
James Dance
Journey Group plc Tel: +44 (0) 208
Stephen Yapp, Executive Chairman 606 1300
Alison Whittenbury, Chief Financial
Officer
Stockdale Securities Limited Tel: +44 (0) 207
(Financial adviser to Journey) 601 6100
Tom Griffiths
Edward Thomas
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Jaguar Holdings and Harwood
Capital and no-one else in connection with the Recommended
Mandatory Offer and other matters described in this announcement
and will not be responsible to anyone other than Jaguar Holdings
and Harwood Capital for providing the protections afforded to
clients of Strand Hanson Limited or for providing advice in
relation to the Recommended Mandatory Offer, the contents of this
announcement or any other matter referred to herein.
Stockdale Securities Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Journey and no-one else in
connection with the Recommended Mandatory Offer and other matters
described in this announcement and will not be responsible to
anyone other than Journey for providing the protections afforded to
clients of Stockdale Securities Limited or for providing advice in
relation to the Recommended Mandatory Offer, the contents of this
announcement or any other matter referred to herein.
In accordance with Rule 30.3 of the Code, you may request a hard
copy of this announcement by contacting the Receiving Agent, Capita
Asset Services, during business hours on 0371 664 0321 from within
the UK or +4420 8639 3399 if calling from outside the UK or by
submitting a request in writing to Capita Asset Services at The
Registry, 34 Beckenham Road, Kent, BR3 4TU. 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 Recommended Mandatory Offer should be sent in hard
copy form.
SHAREHOLDERS ARE ADVISED TO READ THE MANDATORY OFFER DOCUMENT
AND THE ORIGINAL OFFER DOCUMENT CAREFULLY. THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT INTED TO, AND DOES NOT,
CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR AN INVITATION TO
SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY
VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE,
ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS
ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE
LAW. THE RECOMMED MANDATORY OFFER IS BEING MADE SOLELY BY MEANS OF
THE MANDATORY OFFER DOCUMENT AND THE ORIGINAL OFFER DOCUMENT (TO
THE EXTENT NOT REVISED BY THE MANDATORY OFFER DOCUMENT), WHICH
CONTAIN THE FULL TERMS AND CONDITIONS OF THE RECOMMED MANDATORY
OFFER, AND IN THE CASE OF JOURNEY SHARES HELD IN CERTIFICATED FORM,
THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE RECOMMED
MANDATORY OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION
CONTAINED IN THESE DOCUMENTS.
The availability of the Recommended Mandatory Offer and the
release, publication and distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons who are not
resident in the United Kingdom into whose possession this
announcement comes should inform themselves about and observe any
such restrictions. Failure to comply with any such restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Recommended Mandatory
Offer disclaim any responsibility or liability for the violation of
such restrictions by any person. Copies of this announcement and
any formal documentation relating to the Recommended Mandatory
Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in, into or from
any Restricted Jurisdiction.
This announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of
Journey 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) Journey 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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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
Journey 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 one per cent. or more of any class of relevant
securities of Journey or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant
securities of Journey 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) Journey 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 p.m. (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 Journey 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 Journey and by
any offeror and Dealing Disclosures must also be made by Journey,
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.
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in any Restricted
Jurisdiction, on Journey's website at www.journeygroup.plc.uk until
the end of the offer period (or, if later, the end of any
competition reference period). For the avoidance of doubt, the
contents of the website referred to above are not incorporated into
and do not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPUURNRNWAARAA
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