TIDMUCG
RNS Number : 1534L
United Carpets Group plc
11 January 2021
FOR IMMEDIATE RELEASE
11 January 2021
United Carpets Group Public Limited Company
("United Carpets", the "Group" or "Company")
Results of Tender Offer and timetable to De-listing
Further to the Tender Offer announced on 18 December 2020, the
Directors of the Company are pleased to announce that a total of
22,447,848 Ordinary Shares were validly tendered under the Tender
Offer as at the Closing Date of 3pm on 8 January 2021. It is
anticipated that the Ordinary Shares tendered pursuant to the
Tender Offer will be purchased for cancellation on 12 January
2021.
Following passing of the Resolutions at the General Meeting held
by the Company on 5 January 2021 all conditions for the Tender
Offer have been fulfilled and the Tender Offer is now
unconditional.
The Tender Offer remains open for acceptances for a further 14
calendar days from the Unconditional Date to enable Shareholders
who have not yet tendered their Ordinary Shares in the Tender Offer
to do so if they wish. In order to do so, Shareholders must lodge
their completed Tender Forms with the Company's receiving agent,
Neville Registrars or submit their instructions via CREST, prior to
3pm on 25 January 2021 . The Board urges Shareholders who have not
yet tendered their Ordinary Shares under the Tender Offer to
carefully read the Circular - a copy of which can be found on the
Company's website at www.unitedcarpetsandbeds.com . The Circular
provides information on the background to, and reasons for, the
Board's proposals, and explains why the Board considers those
proposals to be in the best interests of the Company and
Shareholders as a whole. Save where otherwise defined herein,
capitalised terms and expressions used in this announcement have
the meanings given to them in the Circular.
Payment of the consideration due to Qualifying Shareholders
whose tender was accepted by N+1 Singer is expected to be
despatched (by cheque or by a CREST payment, as appropriate) by 25
January 2021. Balance certificates will be despatched in respect of
non-tendered Ordinary Shares by no later than 25 January 2021 .
De-listing
Following the approval of the proposed De-listing by
Shareholders at the General Meeting on 5 January 2021, application
has been made to the London Stock Exchange for the admission to
trading of the Ordinary Shares to be cancelled and cancellation is
now expected to take effect from at 8am on 29 January 2021.
Enquiries:
United Carpets Group plc
Paul Eyre, Chief Executive
Ian Bowness, Finance Director 01709 732 666
N+1 Singer (NOMAD and Sole Broker)
Rick Thompson/Will Goode 020 7496 3000
Novella Communications Ltd
Tim Robertson
Fergus Young 020 3151 7008
Important Notices
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated
adviser and broker to the Company in relation to the proposals
outlined in this announcement and will not be responsible to any
person other than the Company for providing the protections
afforded to its customers or for advising any other person on the
contents of this announcement or any matter, transaction or
arrangement referred to herein. The responsibilities of N+1 Singer
as the Company's nominated adviser and broker under the AIM Rules
are owed solely to the London Stock Exchange and are not owed to
the Company or to any Director, Shareholder or any other person.
N+1 Singer is not making any representation or warranty, express or
implied, as to the contents of this announcement.
Notice for US Shareholders
The Tender Offer relates to securities in a non-US company which
is registered in the UK and is subject to the disclosure
requirements, rules and practices applicable to companies listed in
the UK, which differ from those of the United States in certain
material respects. This announcement has been prepared in
accordance with UK style and practice for the purpose of complying
with English law and the AIM Rules, and US Shareholders should read
the entire Circular, including Part II. The financial information
relating to the Company, which is available for review on the
Company's website, has not been prepared in accordance with
generally accepted accounting principles in the United States and
thus may not be comparable to financial information relating to US
companies.
The Tender Offer is not subject to the disclosure and other
procedural requirements of Regulation 14D under the US Exchange
Act. The Tender Offer will be extended into the United States in
accordance with the requirements of Regulation 14E under the US
Exchange Act to the extent applicable. Certain provisions of
Regulation 14E under the US Exchange Act are not applicable to the
Tender Offer by virtue of Rule 14d-1(c) under the US Exchange Act.
US Shareholders should note that the Ordinary Shares are not listed
on a US securities exchange and the Company is not subject to the
periodic reporting requirements of the US Exchange Act and is not
required to, and does not, file any reports with the US Securities
and Exchange Commission thereunder.
It may be difficult for US Shareholders to enforce certain
rights and claims arising in connection with the Tender Offer under
US federal securities laws since the Company is located outside the
United States and all of its officers and directors reside outside
the US. It may not be possible to sue a non-US company or its
officers or directors in a non-US court for violations of US
securities laws. It also may not be possible to compel a non-US
company or its affiliates to subject themselves to a US court's
judgment.
The receipt of cash pursuant to the Tender Offer by a
Shareholder who is a US person may be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each Shareholder is
urged to consult his, her or its independent professional adviser
immediately regarding the tax consequences of tendering any
Ordinary Shares in the Tender Offer. To the extent permitted by
applicable law and in accordance with normal UK practice, the
Company, N+1 Singer or any of their respective affiliates, may make
certain purchases of, or arrangements to purchase, Ordinary Shares
outside the United States during the period in which the Tender
Offer remains open for participation, including sales and purchases
of Ordinary Shares effected by N+1 Singer acting as market maker in
the Ordinary Shares. These purchases, or other arrangements, may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. In order to be excepted from the
requirements of Rule 14e-5 under the US Exchange Act by virtue of
Rule 14e-5(b)(10) thereunder, such purchases, or arrangements to
purchase, must comply with applicable English law and regulation,
including the AIM Rules, and the relevant provisions of the US
Exchange Act. Any information about such purchases will be
disclosed as required in the UK and the United States and, if
required, will be reported via a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.
While the Tender Offer is being made available to Shareholders
in the United States, the right to tender Ordinary Shares is not
being made available in any jurisdiction in the United States in
which the making of the Tender Offer or the right to tender such
Ordinary Shares would not be in compliance with the laws of such
jurisdiction.
This announcement has not been approved, disapproved or
otherwise recommended by the US Securities and Exchange Commission
or any US state securities commission and such authorities have not
confirmed the accuracy or determined the adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
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, 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.
Publication on website
A copy of this announcement will, subject to certain
restrictions relating to persons resident in restricted
jurisdictions, be available on the Company's website at
www.unitedcarpetsandbeds.com by no later than 12 noon on the
Business Day following the date of this announcement. For the
avoidance of doubt, the content of the website referred to above is
not incorporated into and does not form part of this
announcement.
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END
RTESSWFMUEFSEIF
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January 11, 2021 02:00 ET (07:00 GMT)
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