TIDMDAY
RNS Number : 4719T
Daisy Group PLC
06 October 2014
Date: 6 October 2014
On behalf of: Daisy Group plc
For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT ANY SUCH
OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE
MADE.
Daisy Group plc
Announcement regarding Rule 2.6 deadline extension
On 13 August Daisy Group plc ("Daisy" or the "Company")
announced that it had received a preliminary approach relating to a
possible cash offer for the Company at 190p per Daisy share from
Toscafund Asset Management LLP ("Toscafund"), Penta Capital LLP
("Penta") and Matthew Riley, the Chief Executive Officer of Daisy
(together the "Consortium").
On 22 September, following the receipt of a request from the
Consortium, the Company announced that the Takeover Panel (the
"Panel") had, at the request of the Independent Directors and in
accordance with Rule 2.6(c) of the Code, consented to an extension
of the deadline by which each of Toscafund, Penta and Matthew Riley
were required either to announce a firm intention to make an offer
for Daisy in accordance with Rule 2.7 of the Code, or announce that
they did not intend to make an offer, in which case the
announcement would be treated as a statement to which Rule 2.8 of
the Code applies, from not later than 5.00pm on 22 September 2014
to not later than 5.00pm on 6 October 2014.
Following the receipt of a request from the Consortium, the
Independent Directors have sought the consent of the Panel for an
extension of the current deadline, as referred to above, to allow
the Consortium to consider and finalise certain aspects of its
proposal.
The Panel has consented to an extension of the deadline and, as
such, each of Toscafund, Penta and Matthew Riley must, by not later
than 5.00pm on 20 October 2014, either announce a firm intention to
make an offer for Daisy in accordance with Rule 2.7 of the Code, or
announce that they do not intend to make an offer for Daisy, in
which case the announcement will be treated as a statement to which
Rule 2.8 of the Code applies. The deadline will only be extended
with the consent of the Panel in accordance with Rule 2.6(c) of the
Code.
This statement is being made by the Company without the prior
agreement of the Consortium and there can be no certainty that a
firm offer will be made, nor as to the terms on which any offer
might be made.
The release, distribution or publication of this announcement in
jurisdictions outside of the United Kingdom may be restricted by
law and, therefore, persons into whose possession this announcement
comes should inform themselves about, and observe, any such
restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
A copy of this announcement will be made available on Daisy's
website at www.daisygroupplc.com by no later than 12 noon (London
time) on 7 October 2014. The content of the website referred to in
this announcement is not incorporated into, and does not form part
of, this announcement.
Enquiries:
Daisy Group plc
Peter Dubens, Executive Chairman
David McGlennon, Company Secretary Tel: 01282 607 736
Liberum (Rule 3 Adviser and Nominated
Adviser) Steve Pearce Neil Patel Steve Tel: 0203 100 2000
Tredget Thomas Bective Oakley Capital
Limited(Financial Adviser)
Chris Godsmark
Chris Brooks
Zishaan Arshad
Marc Jones
Tel: 020 7766 6900
Redleaf Polhill Limited
Rebecca Sanders-Hewett Tel: 020 7382 4730
Jenny Bahr daisy@redleafpr.com
Rachael Brown
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 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.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Daisy and no one else in connection with the
Acquisition and this announcement and will not be responsible to
anyone other than Daisy for providing the protections afforded to
clients of Liberum Capital Limited nor for providing advice in
connection with the Acquisition or this announcement or any matter
referred to herein.
Oakley Capital Limited is authorised and regulated by the
Financial Conduct Authority. Oakley Capital Limited is acting as
financial adviser exclusively for Daisy and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client nor be responsible to
anyone other than those persons for providing the protections
afforded to clients of Oakley Capital Limited nor for providing
advice in relation to the matters referred to in this
announcement.
- ends -
Notes to Editors:
About Daisy Group plc
Daisy Group plc (AIM: DAY) is a leading provider of IT services
and unified communications to businesses. The Group provides
unified communications across a product portfolio including data,
mobile, systems, maintenance and voice, offering an end to end
solution for all business communications needs.
For more information on the Group please visit
www.daisygroupplc.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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