TIDMSWJ
RNS Number : 1099A
Swan(John) & Sons PLC
18 December 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
This is an announcement under Rule 2.4 of the City Code on
Takeovers and Mergers (the "Code") and is not an announcement of a
firm intention to make an offer under Rule 2.7 of the Code and
there can be no certainty that an offer will be made, nor as to the
terms on WHICH any offer will be made.
18 December 2014
John Swan and Sons PLC
("John Swan" or the "Company")
Possible Offer for the Company
The board of John Swan announces that it has received an
approach from H&H Group plc ("H&H") which may or may not
lead to a cash offer with a partial share alternative being made to
acquire the entire issued and to be issued ordinary share capital
of John Swan. The indicative cash offer price is GBP13.50 per John
Swan ordinary share ("the Indicative Cash Offer Price").
The Board of John Swan's current intention is to recommend a
formal, binding offer from H&H, if made, at the Indicative Cash
Offer Price, assuming all other terms of and conditions to any such
offer are customary for a transaction of this type and value.
This announcement is not, and should not be construed as being,
an announcement of a firm intention by H&H to make an offer for
the Company under Rule 2.7 of the Code. There can be no certainty
that an offer will be made for the Company or, if an offer is made,
whether a partial share alternative is also made.
Rule 2.6(a) of the City Code on Takeovers and Mergers (the
"Code") requires that H&H, by not later than 5.00 p.m. on 15
January 2015, being the 28th day following the date of this
announcement, either announces a firm intention to make an offer
for the Company in accordance with Rule 2.7 of the 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 Code applies. This deadline will only be extended with the
consent of the Takeover Panel, in accordance with Rule 2.6(c) of
the Code.
This announcement has been made with the approval of the Board
of H&H. A further announcement will be made in due course.
Pursuant to Rule 2.10 of the Code, the Company confirms that
there are 609,000 ordinary shares of 25.0p in issue with
International Securities Identification Number GB0008661166.
As a consequence of this announcement, an 'Offer Period' has now
commenced in respect of the Company in accordance with the rules of
the Code and the attention of shareholders is drawn to the
disclosure requirements of Rule 8 of the Code, which are summarised
below.
Enquiries:
John Swan and Sons plc (via N+1 Singer)
Euan Fernie
--------------------------- ---------------------
N+1 Singer (Rule 3 Adviser Tel. +44 (0) 20 7496
to John Swan) 3176
Sandy Fraser
Richard Salmond
--------------------------- ---------------------
Nplus1 Singer LLP ("N+1 Singer"), which is authorised and
regulated by the Financial Conduct Authority, is acting for the
Company as financial adviser and broker in relation to the possible
offer for the Company and is not acting for any other person in
relation to such possible offer for the Company. N+1 Singer will
not be responsible to anyone other than Company for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this announcement or any possible offer
for the Company or arrangement referred to herein.
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 be made available on the
Company's website www.johnswan.co.uk.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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