Pochin's PLC Independent Director Irrevocable Undertakings (1401L)
July 01 2014 - 11:15AM
UK Regulatory
TIDMPCH
RNS Number : 1401L
Pochin's PLC
01 July 2014
Pochin's PLC ("Pochin's" or "the Company")
Independent Director Irrevocable Undertakings
In the announcement made under Rule 2.7 of the City Code on 12
June 2014, and in the Offer Document posted on the same day ("Offer
Document"), Middlewich and the Independent Directors of Pochin's
referred to the fact that Middlewich had received irrevocable
undertakings to accept the Offer, to make no election for the Share
Alternative and to vote in favour of the Resolution from those
Independent Directors who have an interest in Pochin's Shares in
respect of their entire holdings totalling 26,500 Pochin's Shares,
representing approximately 0.1 per cent. of the existing issued
share capital of Pochin's ("the Original Undertakings"). Each of
the Original Undertakings contained a commitment on the part of the
relevant Independent Director to (i) provide to Middlewich such
relevant information as Middlewich reasonably requires in
connection with the Offer, including (without limitation) in
connection with the preparation of the Offer Document and other
documents connected with the Offer, in order to comply with law or
with the requirements of the London Stock Exchange or the Panel or
the provisions of the City Code; (ii) not make any public statement
or take any other action, in his capacity as a shareholder of
Pochin's, which he knows or ought reasonably to expect will, or is
reasonably likely to, prevent any of the conditions of the Offer
from being fulfilled (or delay such fulfilment) or otherwise delay,
impede, frustrate or be prejudicial to the success of the Offer;
and (iii) promptly notify Middlewich if he becomes aware of any
material change to any information previously provided by him to
Middlewich or BDO ("the Commitment").
The Panel has informed Pochin's and Middlewich that it considers
the Commitment to be an "offer-related arrangement" within the
meaning of Rule 21.2 of the City Code and that, accordingly, the
Commitment is not acceptable for inclusion within an irrevocable
undertaking provided to Middlewich by an Independent Director.
Accordingly, Middlewich has released the relevant Independent
Directors from the Original Undertakings and each of those
Independent Directors has entered into an irrevocable undertaking
("the New Undertaking") in favour of Middlewich, in respect of his
entire holding of Pochin's Shares, which is in identical terms to
the Original Undertaking entered into by him, save that it does not
include the Commitment. A copy of each of the New Undertakings is
available for inspection free of charge, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Middlewich's website at
www.middlewichlimited.co.uk and on Pochin's website at
www.pochins.plc.uk.
Accordingly, it remains the case that Middlewich has received
irrevocable undertakings to accept the Offer, to make no election
for the Share Alternative and to vote in favour of the Resolution
from those Independent Directors who have an interest in Pochin's
Shares in respect of their entire holdings totalling 26,500
Pochin's Shares, representing approximately 0.1 per cent. of the
existing issued share capital of Pochin's.
The first closing date of the Offer is at 1.00 p.m. on 7 July
2014.
The Extraordinary General Meeting of the Independent
Shareholders of Pochin's is to be held at 11.00 am on 7 July 2014.
To be valid for use at the meeting, Forms of Proxy must be received
by Capita Asset Services at PXS, 34 Beckenham Road, Beckenham,
Kent, BR3 4TU not later than 11.00 am on 5 July 2014.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Offer Document.
Contact:
Pochin's PLC
John Moss, Chief Executive
Nigel Rawlings, Finance Director 01606 833 333
SPARK Advisory Partners Limited
Sean Wyndham-Quin
Miriam Greenwood
Mark Brady 0203 368 3550
SPARK Advisory Partners Limited which is regulated in the United
Kingdom by The Financial Conduct Authority is acting for the
Company in relation to the matters described in this announcement
and is not advising any other person, and accordingly will not be
responsible to anyone other than the Company for providing the
protections afforded to customers of SPARK Advisory Partners
Limited or for providing advice in relation to the matters
described in this announcement.
Disclosure requirements of the Takeover Code (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 10(th) 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.
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions) on the Company's website
http://www.pochins.plc.uk/investor-relations/announcements by no
later than 12 noon (London time) on 2 July 2014, being the day
following the date of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPMMGGNKMMGDZM
Pacific Global (LSE:PCH)
Historical Stock Chart
From Nov 2024 to Dec 2024
Pacific Global (LSE:PCH)
Historical Stock Chart
From Dec 2023 to Dec 2024