TIDMJNY
RNS Number : 3988P
Jaguar Holdings Limited
17 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.
17 November 2016
RECOMMENDED MANDATORY CASH OFFER
FOR
JOURNEY GROUP PLC
BY
JAGUAR HOLDINGS LIMITED
FURTHER ACQUISITION OF JOURNEY SHARES AND UPDATED LEVEL OF
ACCEPTANCES
Further to Journey's announcement yesterday regarding the
exercise of options held by certain Journey directors and
employees, Jaguar Holdings announces that yesterday it acquired a
further 1,379,864 Journey Shares (representing approximately 10.43
per cent. of the enlarged issued share capital of Journey following
the exercise of such options) from the Journey Directors and
employees concerned, at a price of 240 pence per Journey Share (the
"Option Shares Purchase").
The Option Shares Purchase, when aggregated with the Journey
Shares already held by Jaguar Holdings, results in Jaguar Holdings
being interested, in aggregate, in 3,519,303 Journey Shares,
representing approximately 26.60 per cent. of the enlarged issued
share capital of Journey.
Jaguar Holdings also announces that, as at 1.00 p.m. (London
time) on 16 November 2016, valid acceptances of its Recommended
Mandatory Offer had been received in respect of 6,645,060 Journey
Shares, representing approximately 50.24 per cent. of the enlarged
issued share capital of Journey. This figure includes acceptances
in respect of 513,780 Journey Shares in relation to the previously
outstanding irrevocable commitment from a non-executive director of
Journey as set out in Jaguar Holdings' announcement of 16 November
2016.
In total, Jaguar Holdings has therefore received valid
acceptances of its Recommended Mandatory Offer in respect of, or
has acquired, 10,164,363 Journey Shares, representing approximately
76.84 per cent. of the enlarged issued share capital of Journey and
of the voting rights normally exercisable at general meetings of
Journey.
Since the Recommended Mandatory Offer is wholly unconditional
and Jaguar Holdings now holds or has received acceptances in
respect of Journey Shares carrying more than 75 per cent. of the
voting rights attaching to the ordinary share capital of Journey,
Jaguar Holdings intends to take steps to procure, as soon as
practicable, the making of an application by Journey to the London
Stock Exchange for the cancellation of admission to trading of
Journey Shares on AIM and a further announcement will be made by
Journey giving at least 20 Business Days' notice prior to the
anticipated cancellation of admission to trading on AIM.
The cancellation of admission to trading of Journey Shares on
AIM will significantly reduce the liquidity and marketability of
any Journey Shares for which the Recommended Mandatory Offer is not
accepted. Once cancellation has taken effect, Journey Shareholders
will no longer be able to effect transactions in Journey Shares on
AIM.
Journey Shareholders who have not yet accepted the Recommended
Mandatory Offer are reminded that the Recommended Mandatory Offer
remains open for acceptance until 29 November 2016 (any further
extensions of the Recommended Mandatory Offer will be publicly
announced by 8.00 a.m. on the business day following the day on
which the Recommended Mandatory Offer was otherwise due to expire,
or such later time or date as the Panel may agree).
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, as updated by the additional definitions set out in
Appendix III to the Mandatory Offer Document.
All percentage figures for interests in relevant Journey
securities and acceptances of the Recommended Mandatory Offer are
given in this announcement based on the 13,225,743 Journey Shares
in issue outside treasury.
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 INTENDED 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 RECOMMENDED 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 RECOMMENDED MANDATORY
OFFER, AND IN THE CASE OF JOURNEY SHARES HELD IN CERTIFICATED FORM,
THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE
RECOMMENDED 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQBCBDBGXBBGLL
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