TIDMUCG
RNS Number : 0860J
United Carpets Group plc
18 December 2020
FOR IMMEDIATE RELEASE
18 December 2020
United Carpets Group Public Limited Company ("United Carpets",
the "Group" or "Company")
Proposed cancellation of admission to trading on AIM of the
Ordinary Shares
Tender Offer to purchase up to 29,026,108 Ordinary Shares at
6.25 pence per Ordinary Share
and
Notice of General Meeting
The Company announces that a circular (the "Circular") will be
sent to Shareholders later today detailing the following
proposals:
-- the proposed cancellation of the admission to trading of the
Ordinary Shares on AIM (the "De-Listing");
-- the proposed re-registration as a private limited company (the "Re-Registration"); and
-- a tender offer, closing at 3.00 p.m. on Friday 8 January
2021, for up to 29,026,108 Ordinary Shares, representing
approximately 35.7 per cent. of the Company's issued share capital
being the Ordinary Shares that certain members of the Concert Party
are not currently interested in, at 6.25 pence per Ordinary Share
(the "Tender Offer") (together the De-Listing, Re-Registration and
Tender Offer are the "Proposals").
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the Circular.
The Circular sets out the terms of the Tender Offer and
incorporates a notice of a General Meeting. A Form of Proxy and
Tender Form for use by Shareholders who hold their Ordinary Shares
in certificated form in connection with the General Meeting and
Tender Offer, respectively, are also being despatched with the
Circular.
If the Proposals do not proceed for any reason, Qualifying
Shareholders will not receive the Tender Offer Price for any of
their Ordinary Shares and will not be able to achieve an exit at
that stage from their investment in the Company.
Reasons for the De-Listing
The Directors have been reviewing the merits or otherwise of the
Company's Ordinary Shares continuing to be admitted to trading on
AIM and remaining a public limited company. The following key
factors have been taken into account, amongst other matters, by the
Directors in reaching the conclusion that the De-Listing is in the
best interests of the Company and its Shareholders as a whole:
-- the Directors believe that the Company is not of a sufficient
scale to attract interest from institutional and other investors
and consequently suffers from a lack of liquidity for its Ordinary
Shares;
-- the Founder Concert Party together currently hold over 64.70
per cent. of the Company's voting rights and, as a result, the free
float and liquidity of the Ordinary Shares is limited;
-- the considerable costs, management time and the legal and
regulatory burden associated with maintaining the Company's
admission to trading on AIM which are, in the Directors' opinion,
materially disproportionate to the benefits to the Company and
given the economic climate are becoming increasingly burdensome;
and
-- with regard to the costs in particular, even though these
have been, so far as reasonably possible, controlled and minimised
by the Company, the Directors believe that these funds could be
better utilised for the benefit of the Company.
The Directors strongly believe that for the reasons referred to
above, the Company should seek the cancellation of the admission of
its Ordinary Shares to trading on AIM and re-register as a private
limited company at the earliest opportunity.
The Board is however mindful that not all Shareholders will be
able or willing to continue to own Ordinary Shares following the
De-Listing. The Tender Offer provides Shareholders a means to
realise their investment in the Company for cash at 6.25 pence per
Ordinary Share, representing a premium of 19.05 per cent. to the
closing share price on the 17 December 2020 (being the latest
practicable date prior to this announcement), a premium of 55.44
per cent. to the three-month average closing share price, a premium
of 76.75 per cent. to the six-month average closing share price and
a premium of 78.44 per cent. to the nine-month average closing
share price.
The Tender Offer will be financed from the Group's existing cash
resources. Paul Eyre and Deborah Grayson have irrevocably committed
not to accept the Tender Offer in respect of 51,023,892 Ordinary
Shares, which will afford Shareholders the opportunity to tender
their entire interest in the Ordinary Shares for cash should they
so choose. Depending on the level of take-up Paul Eyre and Deborah
Grayson could come to hold 97.42% of the Company's issued share
capital. Accordingly, the Proposals are being treated as an offer
under the Code by the Founder Concert Party, further details of
which are set out below.
De-Listing process
The AIM Rules require an AIM company wishing the London Stock
Exchange to cancel admission of its shares to trading on AIM to
notify such intended cancellation and separately inform the London
Stock Exchange of its preferred cancellation date at least twenty
Business Days prior to such date. The cancellation is conditional
upon the consent of not less than 75 per cent. of votes cast by
Shareholders given in a general meeting.
The General Meeting Notice contains a special resolution
numbered 2 which proposes that the Company's admission to trading
on AIM is cancelled.
Subject to the passing of Resolution 2 at the General Meeting,
it is expected that the last day of dealings in Ordinary Shares on
AIM will be 25 January 2021 and that De-Listing will be effective
from 7.00 am on 26 January 2021.
Tender Offer
The Board recognises that not all Shareholders will be able or
willing to continue to own Ordinary Shares following the
De-Listing. Subject to the Tender Conditions being satisfied,
Qualifying Shareholders will therefore have the opportunity to
tender all or some of their Ordinary Shares at the Record Date
pursuant to the Tender Offer.
In light of the proposed De-Listing and Re-Registration, the
Company is proposing a Tender Offer under which N+1 Singer will
purchase up to 29,026,108 Ordinary Shares, representing 35.7 per
cent. of the Company's current issued share capital at 6.25 pence
per Ordinary Share. The Tender Offer Price represents:
-- a premium of approximately 19.05 per cent. over the closing
mid-market price of an Ordinary Share on 17 December 2020, being
the Latest Practicable Date;
-- a premium of approximately 55.44 per cent. over the
three-month average closing price of an Ordinary Share on 17
December 2020, being the Latest Practicable Date;
-- a premium of approximately 76.75 per cent. over the six-month
average closing price of an Ordinary Share on 17 December 2020,
being the Latest Practicable Date; and
-- a premium of approximately 78.44 per cent. over the
nine-month average closing price of an Ordinary Share on 17
December 2020, being the Latest Practicable Date.
Circumstances in which the Tender Offer may not proceed
There can be no guarantee that the Tender Offer will take place.
The Tender Offer is conditional on the passing of the Resolutions
at the General Meeting by the requisite majorities.
If the Tender Offer does not occur for any reason, Qualifying
Shareholders will not receive the Tender Offer Price for each of
their Ordinary Shares and will not be able to achieve an exit at
that stage from their investment in the Company.
Loan arrangements
In the event that the Tender Offer is taken up and N+1 Singer
exercises its put options pursuant to the Repurchase Agreement, the
Company will be required to pay the sum of up to GBP1,814,131.75 to
N+1 Singer in consideration for the Ordinary Shares that are to be
purchased by the Company and cancelled. This payment would result
in a reduction in the working capital of the Group.
In order to increase the Company's working capital position in
the short term, it is proposed that Paul Eyre and Deborah Grayson
will make available to the Company a term loan facility in an
amount equal to the lower of (a) GBP1,850,000 and (b) the amount
paid by the Company for the buy-back of its own shares the subject
of the Repurchase. The facility can be utilised in multiple
tranches within 3 months of the date of the Shareholder Loan
Agreement (the "Shareholder Loan Facility") . The Shareholder Loan
Facility is to be made available to be applied in or towards the
working capital requirements of the Group.
The obligations of the Group to Paul Eyre and Deborah Grayson in
respect of the Shareholder Loan Agreement shall be subordinated to
those obligations of the Group to Santander UK plc under the term
loan facility entered into on 19 August 2020 pursuant to the
Government's Coronavirus Business Interruption Loan Scheme and as
amended on 25 August 2020 and as amended pursuant to an amendment
and restatement agreement dated on or around the date of the
Shareholder Loan Agreement.
As the Shareholder Loan Agreement is to be entered into between
the Company and two of the Directors of the Company, this will
constitute a related party transaction under Rule 13 of the AIM
Rules. The Independent Directors (being the Directors other than
Paul Eyre and Deborah Grayson), having consulted with N+1 Singer as
its nominated adviser, consider that the terms of this related
party transaction are fair and reasonable insofar as the
Shareholders are concerned.
The Founder Concert Party
In order to provide Shareholders the ability to realise their
holding in full as part of the Tender Offer, Paul Eyre and Deborah
Grayson (who, together with certain family members, are being
treated as "acting in concert" for the purposes of the Code
(together, the "Founder Concert Party")) have entered into
irrevocable undertakings not to tender 51,023,892 Ordinary Shares
in respect of their personal interests. The current holdings of the
Founder Concert Party, directly or through their close families and
related trusts, are as follows:
Name Number of Ordinary Shares Percentage of the Company's existing issued share capital
and voting rights
Paul Eyre 38,482,500 47.28%
-------------------------- -------------------------------------------------------------
Margaret Eyre (deceased) 1,245,000 1.53%
-------------------------- -------------------------------------------------------------
Kurt Eyre 105,000 0.13%
-------------------------- -------------------------------------------------------------
Deborah Grayson 11,104,376 13.64%
-------------------------- -------------------------------------------------------------
Paul Grayson 1,437,016 1.77%
-------------------------- -------------------------------------------------------------
Phillip Grayson 143,054 0.18%
-------------------------- -------------------------------------------------------------
Stephanie Grayson 143,054 0.18%
-------------------------- -------------------------------------------------------------
Margaret Smith (deceased) 8,000 0.01%
-------------------------- -------------------------------------------------------------
TOTAL 52,668,000 64.70%
-------------------------- -------------------------------------------------------------
Irrevocable undertakings
The Company has received irrevocable undertakings from Paul Eyre
and Deborah Grayson to vote in favour of the Resolutions and not to
participate in the Tender Offer with respect to any of their
Ordinary Shares held, in respect of their entire holdings of
51,023,892 Ordinary Shares in aggregate, representing approximately
62.68 per cent. of the Company's issued share capital.
The Company has also received irrevocable undertakings from the
Shareholder Directors (being Ian Bowness and Peter Cowgill) to vote
in favour of the Resolutions and to participate in the Tender Offer
with respect to all of their Ordinary Shares held, in respect of
their entire holdings of 2,771,208 Ordinary Shares in aggregate,
representing approximately 3.40 per cent. of the Company's issued
share capital.
Board Structure
Following completion of the Proposals, the Company will maintain
a holding company board structure and does not intend to continue
to comply with the QCA Corporate Governance Code. Following the
De-Listing, Peter Cowgill, Kenneth Piggott and Paul Newton will
tender their resignations as directors of the Board.
In light of the Proposals Ian Bowness, the Group Finance
Director, has decided that the time is right for him to move on
from the Group. Ian Bowness will step down from the Board on 6
January 2021 and cease to act as Group Finance Director on 31 March
2021.
Intentions of the Founder Concert Party following the
Proposals
The members of the Founder Concert Party have each confirmed to
the Company that they are not proposing, following completion of
the Proposals, to seek any changes to the general nature or any
other aspect of the Company's business or strategy.
The members of the Founder Concert Party have also each
confirmed that they have no intention to make any significant
changes in respect of any of the following:
-- the future of the Company's (and the Company's subsidiaries')
businesses;
-- the location of the Company's (and the Company's
subsidiaries') places of business, headquarters and headquarters'
functions;
-- the continued employment of the Company's employees and
management, including any material change in conditions of
employment;
-- employer contributions into the Company's pension schemes,
the accrual of benefits for existing members and the admission of
new members; and
-- the deployment of the fixed assets of the Company (or any of
its subsidiaries).
Under the current circumstances and notwithstanding any increase
in the number of the Founder Concert Party's holdings of Ordinary
Shares, the remaining Directors confirm that they intend to
continue to conduct the business of the Company in the same manner
as it is currently conducted. The Board may seek to establish
incentivisation arrangements for the Company's management team
following the Proposals. However, no specific structure or terms
have been discussed, or will be discussed prior to completion of
the Tender Offer.
Cash confirmation
The maximum cash consideration payable should all Qualifying
Shareholders tender their Ordinary Shares in the Tender Offer at
the Tender Price is approximately GBP1,815,000 million which will
be funded from the Company's existing cash resources.
N+1 Singer is satisfied that the resources available to the
Company are sufficient to satisfy in full the maximum cash
consideration payable under the Tender Offer.
Notice of General Meeting
A General Meeting is being convened to be held at the offices of
the Company at Moorhead House, Moorhead Way, Bramley, Rotherham S66
1YY on 5 January 2021 at 10.00 am at which the Resolutions will be
proposed to approve the De-Listing, the Re-Registration and to
authorise the Company to make market purchases of its own Ordinary
Shares pursuant to the Tender Offer.
To be effective, the Resolutions approving the De-Listing,
Re-Registration and Repurchase must be passed on a poll by not less
than 75 per cent. of those Shareholders present by proxy and voting
at the General Meeting.
Recommendation
The Directors unanimously consider the Proposals to be in the
best interests of the Company and Shareholders as a whole.
The Directors recommend that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting as certain
members of the Founder Concert Party and the Shareholder Directors
have irrevocably undertaken to do in respect of their beneficial
holdings of Ordinary Shares amounting to, in aggregate, 53,795,100
Ordinary Shares, representing approximately 66.09 per cent. of the
Company's issued share capital.
The Company will fund the Tender Offer from its existing cash
resources. Dependent on the level of take-up of the Tender Offer
and without entering into the Shareholder Loan Agreement, the
Company's balance sheet could be materially weakened due to the
reduction of the cash position. The Company operates in retail
where activity levels and trading performance are strongly affected
by changes in economic confidence. As a result of the Tender Offer
and without entering into the Shareholder Loan Agreement, the
Company will financially be less well positioned to manage any
material deterioration in trading performance.
Upon De-Listing, the Company would no longer be subject to, and
its Shareholders would consequently lose the protections afforded
by, certain corporate governance regulations which apply to the
Company currently. In particular, the Company would no longer be
subject to the AIM Rules.
The Founder Concert Party legally and beneficially own in excess
of 50 per cent. of the issued share capital and voting rights in
the Company. As a result, the Founder Concert Party are able to
pass or defeat any ordinary resolution of the Company requiring a
simple majority of those attending and voting in person or by proxy
at the meeting, including, amongst other things the election of
directors and authorising the directors to issue equity securities.
In addition, dependent on the level of take up under the Tender
Offer, the Founder Concert Party may legally and beneficially own
in excess of 75 per cent. of the issued share capital and voting
rights in the Company. Should this occur, the Founder Concert Party
will be able to pass or defeat any special resolution of the
Company.
There can be no guarantee that, after the Tender Offer closes at
3.00 pm on 8 January 2021 the board of the Company would be
prepared to make a subsequent tender offer to acquire any Ordinary
Shares, or that the Founder Concert Party would be prepared to make
any offer to acquire any Ordinary Shares in which it does not
already have an interest. Nor can there be any guarantee as to the
price of any such tender offer by the Company or potential offer by
the Founder Concert Party.
Accordingly, any Shareholder who does not accept the Tender
Offer may find it difficult to sell their Ordinary Shares after the
Tender Offer closes and the De-Listing takes effect, may not
receive regular information from the Company, would not benefit
from regulatory compliance with governance procedures (other than
under the Act), nor enjoy the protections afforded by the AIM
Rules. Furthermore, there is no guarantee that the Company or any
other purchaser would be willing to buy Ordinary Shares after the
Tender Offer has closed and, if they were, any price offered might
not reflect the underlying value of the Company's assets.
Shareholders who anticipate greater value in the Ordinary Shares
whilst recognising and being willing to accept the risks associated
with remaining as a minority investor in an unlisted company
controlled by the Founder Concert Party may wish not to accept the
Tender Offer and to remain as minority Shareholders of a private
company.
In the opinion of the Independent Directors, Shareholders should
carefully consider their own individual circumstances in deciding
whether or not to accept the Tender Offer. In the absence of any
immediate prospect to sell their Ordinary Shares once the Tender
Offer closes and the De-Listing has occurred, Shareholders should
balance their desire for a cash realisation now or in the immediate
foreseeable future, against the uncertain future of remaining a
holder of a private company, with the concurrent lack of
transparency and protections that this affords them.
Under the rules of the Code, the Independent Directors are
required to obtain independent financial advice on the terms of the
Tender Offer and to make known to Shareholders the substance of
such advice and their own opinion on the Tender Offer. The
Independent Directors, who have been so advised by N+1 Singer as to
the financial terms of the Tender Offer, consider the terms of the
Tender Offer to be fair and reasonable. In providing advice to the
Directors, N+1 Singer has taken into account the commercial
assessments of the Independent Directors. Accordingly, the
Independent Directors unanimously recommend that Shareholders
tender, or procure the tender, of their Ordinary Shares in the
Tender Offer, as the Shareholder Directors (being Peter Cowgill and
Ian Bowness), intend to do, or procure to be done, in respect of
their own beneficial holdings (or those of their close relatives
and related trusts) of 2,771,208 Ordinary Shares, in aggregate,
representing approximately 3.40% per cent. of the Company's voting
rights as at the Latest Practicable Date.
The Directors do not give any opinion or recommendation to any
individual Shareholder whether or not to accept the Tender Offer.
Notwithstanding the Independent Directors' recommendation above , w
hether or not Shareholders decide to tender all or any of their
Ordinary Shares will depend, amongst other things, on their view of
the Company's prospects and their own individual circumstances,
including their tax position. In making their decisions,
Shareholders are recommended to consult their duly authorised
independent advisers.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the De-Listing, Re-Registration and Tender Offer
Friday 18 December 2020
Tender Offer opens and notice of De-Listing provided to
the London Stock Exchange Friday 18 December 2020
Posting of the Circular, Tender Forms and Forms of Proxy Friday
18 December 2020
Latest time and date for receipt of Forms of Proxy for the
General Meeting 10.00 am on Thursday 31 December 2020
General Meeting 10.00 am on Tuesday 5 January 2021
Announcement of results of General Meeting Tuesday 5 January
2021
Latest time and date for receipt of Tender Forms and
TTE instructions in relation to the Tender Offer, i.e. close of
Tender Offer
3.00 pm on Friday 8 January 2021
Closing Date (4) 3.00 pm on Friday 8 January 2021
Tender Offer Record Date 6.00 pm on Friday 8 January 2021
Announcement of the results of the Tender Offer by
N+1 Singer and the Company Monday 11 January 2021
Tender Offer declared unconditional (the Unconditional Date)
and
expected purchase of the Ordinary Shares under the Tender
Offer
and completion of the repurchase from N+1 Singer Tuesday 12
January 2021
Cheques dispatched and CREST accounts credited in
respect of proceeds due under the Tender Offer by 25 January
2021
CREST accounts credited with, and share certificates
dispatched in respect of, revised holdings of
Ordinary Shares following the Tender Offer by 25 January
2021
Earliest date of De-Listing / cancellation of admission of
Ordinary Shares
from AIM with effect from 7.00 am on 26 January 2021
Expected date of filing Re-Registration at Companies House 26
January 2021
(1) If any of the above times and/or dates change, the revised
times and/or dates will be notified to Shareholders through a
Regulatory Information Service.
(2) All references to time in this announcement are to London
time, unless otherwise stated.
(3) All events in the above timetable following the General
Meeting are conditional, inter alia, upon the approval of
Resolutions 1 and 2. The De-Listing requires the approval of not
less than 75 per cent. of the votes cast by Shareholders at the
General Meeting.
(4) This date may be extended in accordance with the terms and
conditions of the Tender Offer set out in Part II of the Circular.
The Tender Offer will remain open for acceptance for at least 14
days after the Tender Offer is declared unconditional, which may
extend the Closing Date and therefore the time by which Qualifying
Shareholders who have not tendered their Ordinary Shares in the
Tender Offer may do so if they wish.
(5) Subject to and following the Tender Offer becoming
unconditional, settlement of the consideration to which any
Qualifying Shareholder is entitled pursuant to valid tenders by N+1
Singer will be made (i) in the case of acceptances of the Tender
Offer received, valid and complete in all respects, by the
Unconditional Date, within 14 days of the Unconditional Date; or
(ii) in the case of acceptances of the Tender Offer received, valid
and complete in all respects, after such date but while the Tender
Offer remains open for acceptance as referred to in Note 4 above,
within 14 days of the date on which the 14 day period referred to
in Note 4 above expires.
Enquiries:
United Carpets Group Public Limited Company
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.
Copies of the Circular will be available free of charge during
normal business hours on any Business Day at the offices of the
Company from the date of this announcement until close of business
on 5 January 2021 and at the Company's website,
www.unitedcarpetsandbeds.com .
Forward-looking statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
announcement and include statements regarding the Directors'
intentions, beliefs or current expectations concerning, amongst
other things, the Group's results of operations, financial
condition, liquidity, prospects, growth and strategies. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. A number of
factors could cause actual results and developments to differ
materially from those expressed or implied by the forward-looking
statements, including, without limitation: ability to find
appropriate investments in which to invest and to realise
investments held by the Group; conditions in the public markets;
the market position of the Group; the earnings, financial position,
cash flows and return on capital of the Group; the anticipated
investments and capital expenditures of the Group; changing
business or other market conditions; and general economic
conditions.
Forward-looking statements contained in this announcement based
on past trends or activities should not be taken as a
representation that such trends or activities will continue in the
future. Subject to any requirement under the AIM Rules, Prospectus
Rules, the Disclosure and Transparency Rules or other applicable
legislation or regulation, the Company does not undertake any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Investors should not place undue reliance on forward-looking
statements, which speak only as of the date of this
announcement.
No Profit Forecast
No statement in this announcement or incorporated by reference
into this announcement is intended to constitute a profit forecast
or profit
estimate for any period, nor should any statement be interpreted
to mean that earnings or earnings per share will necessarily be
greater or less than those for the preceding financial periods of
the Company.
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.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables or forms may vary
slightly and figures shown as totals in certain tables or forms may
not be an arithmetic aggregation of the figures that precede
them.
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 and availability of hard copies
A copy of the Circular, together with those documents listed in
'Documents available for inspection', paragraph 18 of Part IV
(Additional Information) of the Circular and all information
incorporated into the Circular by reference to another source, will
be available, subject to certain restrictions relating to persons
resident in the United States or any other Restricted Jurisdiction,
for inspection on the Company's website
www.unitedcarpetsandbeds.com no later than 12 noon on the Business
Day following the date of this announcement. For the avoidance of
doubt, the contents of the website referred to in the Circular are
not incorporated into and do not form part of the Circular.
Subject to certain restrictions relating to persons in the
United States or any other Restricted Jurisdiction, you may request
further hard copies of the Circular, the Tender Form and/or the
Form of Proxy, as well as copies of any information incorporated
into the Circular by reference to another source, by contacting
Neville Registrars on 0121 585 1131. Calls are charged at the
standard geographic rate and will vary by provider. Calls from
outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 am - 5.30 pm,
Monday to Friday excluding public holidays in England and Wales.
Please note that Neville Registrars cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes. You may also request that all
future documents, announcements and information to be sent to you
in relation to the Tender Offer should be in hard copy form. A hard
copy of such documents, announcements and information will not be
sent unless so requested in accordance with the above.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCBCBDDBGBDGGR
(END) Dow Jones Newswires
December 18, 2020 02:00 ET (07:00 GMT)
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