Ultimate Finance Group PLC Statement re Possible Offer (5406J)
July 17 2013 - 9:05AM
UK Regulatory
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RNS Number : 5406J
Ultimate Finance Group PLC
17 July 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY RESTRICTED JURISDICTIONS OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
Ultimate Finance Group plc("UFG" or the "Company")
Statement re. Possible Offer and Rule 2.10 announcement
In response to today's share price rise, the Company announces
that it has received an approach from Renovo Group plc ("Renovo")
that may or may not lead to an offer being made for the Company.
Discussions are at an advanced stage, however there can be no
certainty that an offer will be made for UFG, nor as to the terms
on which an offer may be made.
Rule 2.6(a) of the City Code on Takeovers and Mergers (the
"Takeover Code"), requires that Renovo, by not later than 5.00 p.m.
on 14 August 2013 (the "relevant deadline"), either announces a
firm intention to make an offer for UFG in accordance with Rule 2.7
of the Takeover Code or announces that it does not intend to make
an offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Takeover Code applies.
This is an announcement falling under Rule 2.4 of the Takeover
Code and does not constitute an announcement of a firm intention to
make an offer under Rule 2.7 of the Takeover Code. There can be no
certainty that an offer will be made nor as to the terms on which
any offer might be made.
A further announcement will be made as and when appropriate.
Rule 2.10
In accordance with Rule 2.10 of the Takeover Code, the Company
confirms that it has 74,624,700 ordinary shares of 5 pence each in
issue. The ISIN reference for these securities is GB0031685414.
Ends
WH Ireland 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 WH Ireland or for providing advice in
relation to the matters described in this announcement.
The directors of UFG accept responsibility for the information
contained in this announcement. To the best of their knowledge and
belief (having taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which
they are responsible is in accordance with the facts and does not
omit anything likely to affect the import of such information.
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 paper 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 paper
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 paper 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper 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 paper
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".
Contacts:
Ultimate Finance Group plc www.ultimatefinance.co.uk
Jeremy Coombes, Chief Executive Officer +44 (0) 7967 613208
Shane Horsell, Finance Director +44 (0) 7811 330828
WH Ireland Limited (Nominated Adviser and www.wh-ireland.co.uk
Broker)
John Wakefield
Mike Coe +44 (0) 117 945 3470
Newgate Threadneedle (Financial PR) www.threadneedlepr.co.uk
John Coles / Fiona Conroy +44 (0) 20 7653 9850
About Ultimate Finance Group plc
Ultimate Finance Group is a leading provider of financial
solutions to SMEs across the UK. The Company is headquartered in
Bristol with offices in London, Manchester, Norwich and
Lutterworth. Through its subsidiaries (Ultimate Invoice Finance,
Ultimate Asset Finance, Ultimate Trade Finance, Ultimate
Construction Finance, Ultimate Recruitment Finance, Ashley
Commercial Finance and Ashley Business Cash), UFG supports SMEs by
funding their growth with a range of products and services tailored
to each client. In the current climate where bank lending to SMEs
is increasingly restricted the benefits of UFG's flexible and
efficient solutions become even more compelling.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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