TIDMABBY
RNS Number : 1454I
Abbey PLC
10 December 2020
Gallagher Holdings Limited
10 December 2020
Not for release, publication or distribution (in whole or in
part) in, into or from any Restricted Jurisdiction
This announcement is being made pursuant to Rule 2.5 of the
Irish Takeover Rules
This announcement contains inside information
UNCONDITIONAL RECOMMED CASH OFFER
by
Gallagher Holdings Limited
for the entire issued and to be issued ordinary share capital
of
Abbey plc (excluding shares already owned by Gallagher Holdings
Limited)
Summary
-- The Board of Gallagher Holdings Limited and the Independent
Committee of the board of Abbey plc are pleased to announce that
they have reached agreement on the terms of a recommended cash
offer by GHL for the entire issued and to be issued ordinary share
capital of Abbey (excluding shares already owned by GHL). The Offer
therefore relates to approximately 4.38 per cent. of the issued
share capital of the Company.
-- The Offer will be GBP15.75 in cash for each Abbey Share,
valuing the entire issued ordinary share capital of Abbey at
approximately GBP328.8 million and valuing the Abbey Shares the
subject of the Offer at approximately GBP14.4 million.
-- The Offer will extend to all Abbey Shares not already owned
by GHL and any further Shares (excluding shares already owned by
GHL) which are unconditionally allotted or issued and fully paid
whilst the Offer remains open for acceptance (or by such earlier
date as GHL may , subject to the Irish Takeover Rules, decide).
-- The Offer represents:
- a premium of approximately 1.6 per cent. to the Closing Price
of GBP15.50 per Share on 9 December 2020, the dealing day preceding
the date of this Announcement;
- a premium of approximately 1.6 per cent. to the average daily
Closing Price over the last 30 days preceding the date of this
Announcement of approximately GBP15.50 per Share; and
- a premium of approximately 19.8 per cent. to the average daily
Closing Price over the 12--month period preceding the date of this
Announcement of approximately GBP13.14 per Share.
-- The Offer will be financed from the existing cash resources
of GHL.
-- The Offer is final and will not be increased.
-- The Offer will be conducted by way of a contractual takeover
offer and will not be subject to any conditions.
-- The Offer Document, containing further information about the
Offer, will be published, other than with the consent of the Panel,
within 28 days of this Announcement.
ENQUIRIES:
IBI Corporate Finance Limited
(Financial adviser to the Offeror)
Tom Godfrey Tel: +353 (1) 963 1180
Stephen Beale Tel: +353 (1) 963 1199
Davy
(Financial adviser and Corporate Broker to the Offeree)
Brian Garrahy Tel: +353 1 679 7788
Daragh O'Reilly
Orla Cowzer
This announcement contains inside information for the purposes
of EU Market Abuse Regulation 596/2014 ("MAR"). The person
responsible for arranging for the release of this announcement on
behalf of Abbey plc is David Dawson, Company Secretary. The date
and time of this announcement is the same as the date and time that
it has been communicated to the media, at 7.00 a.m. on 10 December
2020.
This summary should be read in conjunction with and is subject
to the full text of this Announcement. Appendix I contains a
summary of the bases of calculation and sources of information for
certain items contained in this summary and the remainder of this
Announcement. Appendix II contains definitions of certain terms
used in this summary and the remainder of this Announcement.
The GHL Directors accept responsibility for the information
contained in this Announcement other than the information for which
the Abbey Board and the Independent Directors have taken
responsibility. To the best of the knowledge and belief of the GHL
Directors (who have taken 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.
The Abbey Board accepts responsibility for the information
contained in this Announcement relating to Abbey plc other than the
recommendations and related opinions of the Independent Committee.
The Independent Directors accept responsibility for the
recommendations and related opinions of the Independent Committee
in this Announcement. To the best of the knowledge and belief of
the Abbey Board and the Independent Directors, the information
contained in this Announcement for which they are respectively
responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
IBI Corporate Finance is acting exclusively for the Offeror and
no one else in connection with the Offer and will not be
responsible to anyone other than the Offeror for providing the
protections afforded to clients of IBI Corporate Finance or for
providing advice in relation to the Offer, the contents of this
Announcement or any transaction or arrangement referred to in this
Announcement.
Davy, which is authorised and regulated by the Central Bank, is
acting exclusively for the Offeree as financial adviser and broker
in relation to the matters referred to in this Announcement and no
one else in connection with and will not be responsible to anyone
other than the Offeree for providing the protections afforded to
clients of Davy or for providing advice in relation to the Offer,
the contents of this Announcement or any transaction or arrangement
referred to in this Announcement.
This Announcement does not constitute an offer or invitation to
purchase, sell, subscribe or exchange or the solicitation of an
offer to purchase, sell, subscribe or exchange any securities or
the solicitation of any vote or approval in any jurisdiction
pursuant to the Offer or otherwise, nor shall there be any
purchase, sale or exchange of securities or such solicitation in
any jurisdiction in which such offer, solicitation or sale or
exchange would be unlawful prior to any required registration or
qualification under the laws of any jurisdiction.
The release, publication or distribution of this Announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this Announcement and
all other documents relating to the Offer are not being, and must
not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction.
Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction.
Any response in relation to the Offer should be made only on the
basis of the information contained in the Offer Document. Abbey
Minority Shareholders are advised to read carefully the formal
documentation in relation to the Offer once the Offer Document has
been despatched.
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if
any person is, or becomes, 'interested' (directly or indirectly) in
1 per cent. or more of any class of 'relevant securities' of Abbey,
all 'dealings' in any 'relevant securities' of Abbey (including by
means of an option in respect of, or a derivative referenced to,
any such 'relevant securities') must be publicly disclosed by not
later than 3.30 pm (Dublin time) on the business day following the
date of the relevant transaction. This requirement will continue
until the date on which the 'Offer Period' ends. If two or more
persons co-operate on the basis of any agreement, either express or
tacit, either oral or written, to acquire an 'interest' in
'relevant securities' of Abbey they will be deemed to be a single
person for the purpose of Rule 8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules,
all 'dealings' in 'relevant securities' of Abbey by GHL or by any
person acting in concert (as defined in the Irish Takeover Rules)
with GHL must also be disclosed by no later than 12 noon (Dublin
time) on the business day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose
'relevant securities' 'dealings' should be disclosed can be found
on the Panel's website at www.irishtakeoverpanel.ie .
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
If you are in any doubt as to whether or not you are required to
disclose dealings under Rule 8 of the Irish Takeover Rules, consult
with the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie or contact the Irish Takeover Panel by
telephone on +353 1 6789020.
The Offer will be governed by Irish law. The Offer will be
subject to the applicable requirements of the Irish Takeover Rules,
the Panel, Euronext Dublin, the Alternative Investment Market and
all applicable laws.
A copy of this Announcement will be published on the website of
Abbey (www.abbeyplc.ie) in accordance with the requirements of Rule
19.9 of the Irish Takeover Rules.
Relevant securities in issue
In accordance with Rule 2.10 of the Irish Takeover Rules, Abbey
confirms that as at the close of business on 9 December 2020, being
the latest practicable date prior to the date of this Announcement,
its issued share capital consists of 20,876,751 ordinary shares of
EUR0.32 each. The ISIN code for shares in Abbey is
IE0000020408.
10 December 2020
This announcement is made pursuant to Rule 2.5 of the Irish
Takeover Rules
Not for release, publication or distribution (in whole or in
part) in, into or from any Restricted Jurisdiction
This announcement contains inside information
UNCONDITIONAL RECOMMED CASH OFFER
by
Gallagher Holdings Limited
for the entire issued and to be issued ordinary share capital
of
Abbey plc (excluding shares already owned by Gallagher Holdings
Limited)
1. Introduction
The Independent Committee of Abbey plc and the Board of
Gallagher Holdings Limited are pleased to announce that they have
reached agreement on the terms of a recommended cash offer by
Gallagher Holdings Limited for the entire issued and to be issued
ordinary share capital of Abbey plc (excluding shares already owned
by GHL). The Offer therefore relates to approximately 4.38 per
cent. of the issued share capital of the Company. The consideration
payable pursuant to the Offer will be GBP15.75 for each Abbey
Share. This values the entire issued ordinary share capital of
Abbey at approximately GBP328.8 million and values the Abbey Shares
the subject of the Offer at approximately GBP14.4 million.
The Offer will extend to all Abbey Shares not already owned by
GHL and any further Shares (excluding shares already owned by GHL)
which are unconditionally allotted or issued and fully paid whilst
the Offer remains open for acceptance (or by such earlier date as
Gallagher Holdings Limited m ay, subject to the Irish Takeover
Rules, decide).
2. Cash Consideration
The full terms of the Offer will be set out in the Offer
Document and (in the case of Abbey Shares held in certificated
form) in the Form of Acceptance. The Offer will be made on the
following basis in respect of the shares the subject of the
Offer:
for each Abbey Share - GBP15.75 in cash
The Offer represents:
- a premium of approximately 1.6 per cent to the Closing Price
of GBP15.50 per Abbey Share on 9 December 2020, the dealing day
preceding the date of this Announcement;
- a premium of approximately 1.6 per cent to the average daily
Closing Price over the last 30 days preceding the date of this
Announcement of approximately GBP15.50 per Abbey Share; and
- a premium of approximately 19.8 per cent. to the average daily
Closing Price over the 12-month period preceding the date of this
Announcement of approximately GBP13.14 per Abbey Share.
Abbey Shares to be acquired by the Offeror pursuant to the Offer
will be fully paid and free from all liens, equities, charges,
encumbrances and other interests and together with all rights now
or hereafter attaching thereto, including the right to receive and
retain all dividends and other distributions declared, made or paid
after the date of this Announcement.
In accordance with Rule 2.10 of the Irish Takeover Rules, Abbey
confirms that, at the close of business on 9 December 2020, its
issued share capital comprised of 20,876,751 shares having a par
value of EUR0.32 each. The ISIN code for shares in Abbey is
IE0000020408.
3. Conditions
The Offer will not be subject to any conditions.
4. Background to and Reasons for the Offer
GHL owns 19,962,333 ordinary shares in Abbey representing
95.6199 per cent. of the existing issued ordinary share capital of
the Company. In addition, Charles and David Gallagher own 25,500
and 3,000 ordinary shares in Abbey respectively, representing in
aggregate a further 0.1365 per cent. of the issued share capital of
the Company.
On 1 August 2012, GHL acquired 931,537 Shares, increasing its
shareholding from approximately 47.2 per cent. to approximately
51.6 per cent. of Abbey. The acquisition of these Shares triggered
a requirement under Rule 9 of the Irish Takeover Rules to make a
mandatory cash offer for the entire issued and to be issued
ordinary share capital of Abbey (other than those Shares that were
already owned by GHL). A further 2,302,435 Shares were acquired at
this time, bringing the holding of GHL to 72.6 per cent. of
Abbey.
Over subsequent years, GHL has continued to acquire Shares by
way of market purchases from time to time. As it already holds in
excess of 50 per cent. of the issued share capital of Abbey, it can
do so without being obliged to make any further offer to minority
shareholders under the Irish Takeover Rules. The percentage of the
issued share capital represented by the GHL holding has also
increased as a result of its non-participation in capital returns
by the Company which were conducted by way of share buybacks.
Given the small portion of Shares remaining that GHL do not own
and the limited ability to trade in those Shares as a consequence,
GHL believes there is limited rationale for Abbey to remain a
publicly listed entity, and that the prospects for the business
would be improved as a privately owned entity. Subject to
applicable requirements of Euronext Dublin and the London Stock
Exchange, GHL intends to seek to procure that Abbey applies for
cancellation of the trading of Shares on the markets of Euronext
Dublin and of the London Stock Exchange. Such cancellation can be
affected, unless otherwise agreed by Euronext Dublin and the London
Stock Exchange, by way of the consent of not less than 75 per cent.
of votes cast by shareholders in a general meeting. Consequently,
GHL intends to make the Offer to allow the Abbey Minority
Shareholders the opportunity to realise their investment in Abbey
at a fair price and in a cost-effective manner before the
cancellation of trading takes effect.
5. Recommendation
The Independent Committee, which has been so advised by Davy
Corporate Finance, considers the terms of the Offer to be fair and
reasonable for the Abbey Minority Shareholders. In providing their
advice, Davy Corporate Finance have taken into account the
commercial assessments of the Independent Committee. Accordingly,
the Independent Committee intends to unanimously recommend that
Abbey Minority Shareholders accept the Offer.
In coming to a view on its recommendation, the Independent
Committee has had regard to a number of factors, including that
there is an increasingly limited free float in Shares; that trading
in Shares is increasingly illiquid in nature and that GHL intends
to exercise its voting rights to procure the cancellation of the
trading of Shares on the markets of the Euronext Dublin and of the
London Stock Exchange (regardless of whether or not the Offer
proceeds), the effect of which would be to further negatively
impact the ability for shareholders to trade and realise value from
their holding of Shares. The Independent Committee notes that the
aggregate market purchases by GHL represents approximately 79 per
cent. of the aggregate trading volume of Shares in the year to date
and that, save for trading volume and related price support
represented by purchases by GHL, it appears there would have been
very limited independent market demand for Shares during this
period.
Moreover, the Independent Committee acknowledges that the
consideration value offered by GHL of GBP15.75 per Abbey Share, is
equivalent to the highest price previously paid by GHL in market
purchases of Shares. The Independent Committee believes that the
Offer allows Abbey Minority Shareholders the opportunity to realise
their investment in Abbey in a cost-effective manner and, as the
Offer is being made with no acceptance conditions, individual
shareholders have certainty that they will receive the
consideration if they accept the Offer, irrespective of the
aggregate acceptances by all other Abbey Minority Shareholders.
6. Information on Abbey
Abbey is primarily a residential development company, registered
in Ireland with company registration number: 9245 and maintains its
registered office at 25/28 North Wall Quay, Dublin 1. The Company
is quoted on the Euronext Growth Dublin and on the Alternative
Investment Market of the London Stock Exchange. The Company is
headquartered in Potters Bar, Hertfordshire, United Kingdom. The
principal activity of Abbey is the building of residential housing
and land development activities in the United Kingdom, the Republic
of Ireland and the Czech Republic.
For the year ended 30 April 2020, Abbey reported revenues of
EUR182.2 million (EUR230.9 million in the prior year), and an
after-tax profit of EUR26.5 million (EUR43.2m in the prior year).
As at 30 April 2020, Abbey had net assets of EUR378.7 million (30
April 2019: EUR366.6 million).
7. Information on the Offeror
Gallagher Holdings Limited is an investment holding company
whose principal asset is its 95.6199 per cent. shareholding in
Abbey. It also owns properties and holds shares in certain other
companies. GHL is beneficially owned by the Gallagher Family.
The Offeror is being advised by IBI Corporate Finance.
8. Financing of the Offer
Full acceptance of the Offer will result in the payment by GHL
of approximately GBP14.4 million in cash to tendering Abbey
Minority Shareholders. The Offer will be financed using the
existing cash resources of GHL.
IBI Corporate Finance, financial advisor to the Offeror, is
satisfied that sufficient resources are available to
the Offeror to satisfy full acceptance of the Offer .
9. Intentions regarding the Offeree including in relation to Employees
The Offeror is supportive of the Company's current management
team and confirms that, where employees of Abbey have existing
employment rights, including pension rights, under applicable laws,
those rights will be fully safeguarded.
GHL does not intend to make any material change in the
conditions or location of employment of Abbey employees, nor does
it intend to change the location of Abbey's places of business or
redeploy Abbey's fixed assets.
10. Settlement
The Cash Consideration will be provided to Abbey Minority
Shareholders who validly accept the Offer not later than 14 days
after the later of (a) the first closing date for the Offer and (b)
the date of receipt of that acceptance complete in all
respects.
11. Cancellation of Listing and Compulsory Acquisition Procedure
If sufficient acceptances are received, GHL intends to apply the
provisions of Section 457 of the Companies Act 2014 of Ireland to
compulsorily acquire any outstanding Abbey Shares not acquired or
agreed to be acquired pursuant to the Offer or otherwise.
Subject to applicable requirements of the Euronext Dublin, the
London Stock Exchange and the UK Listing Authority, GHL will seek
to procure that Abbey applies for cancellation of the trading of
Shares on the markets of the Euronext Dublin and of the London
Stock Exchange.
12. Disclosure of interests in Abbey
As of the date of this Announcement, GHL holds 19,962,333 Shares
in total, representing approximately 95.6199 per cent. of the
existing issued ordinary share capital of Abbey.
In addition to the GHL shareholding disclosed above, members of
the Gallagher Family and Mrs E P Gallagher hold in aggregate 44,385
Shares in total, representing approximately 0.2126 per cent. of the
existing issued ordinary share capital of Abbey.
As at the close of business on 9 December 2020, being the last
Trading Day prior to the date of this Announcement, IBI Corporate
Finance holds one ordinary share in Abbey.
Save for these interests, neither GHL, nor the directors of GHL,
nor any party acting in concert with GHL, owns or controls any
Shares or holds any options to acquire or subscribe for any Shares
or any derivative referenced to Shares.
Neither GHL nor any persons acting in concert with GHL, has any
arrangement in relation to Shares, or any securities convertible or
exchangeable into Shares or options (including traded options) in
respect of, or derivatives referenced to, Shares. For these
purposes, 'arrangement' includes an indemnity or option
arrangement, any agreement or understanding, formal or informal, of
whatever nature, relating to relevant securities which is, or may
be, an inducement to deal or refrain from dealing in such
securities.
13. General
The Offer Document will include full details of the Offer and
will be accompanied by the appropriate Form of Acceptance. These
will be despatched to Abbey Minority Shareholders in due course.
The Offer will be governed by Irish law. The Offer will be subject
to the applicable requirements of the Irish Takeover Rules, the
Panel, Euronext Dublin, the Alternative Investment Market and all
applicable laws.
Appendix I contains a summary of the bases of calculation and
sources of information for certain items contained in this
Announcement.
This Announcement is being made pursuant to Rule 2.5 of the
Irish Takeover Rules.
ENQUIRIES:
IBI Corporate Finance Limited
(Financial adviser to the Offeror)
Tom Godfrey Tel: +353 (1) 963 1180
Stephen Beale Tel: +353 (1) 963 1199
Davy
(Financial adviser and Corporate Broker to the Offeree)
Brian Garrahy Tel: +353 1 679 7788
Daragh O'Reilly
Orla Cowzer
The GHL Directors accept responsibility for the information
contained in this Announcement other than the information for which
the Abbey Board and the Independent Directors have taken
responsibility. To the best of the knowledge and belief of the GHL
Directors (who have taken 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.
The Abbey Board accepts responsibility for the information
contained in this Announcement relating to Abbey plc other than the
recommendations and related opinions of the Independent Committee.
The Independent Directors accept responsibility for the
recommendations and related opinions of the Independent Committee
in this Announcement. To the best of the knowledge and belief of
the Abbey Board and the Independent Directors, the information
contained in this Announcement for which they are respectively
responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
IBI Corporate Finance is acting exclusively for the Offeror and
no one else in connection with the Offer and will not be
responsible to anyone other than the Offeror for providing the
protections afforded to clients of IBI Corporate Finance or for
providing advice in relation to the Offer, the contents of this
Announcement or any transaction or arrangement referred to in this
Announcement.
Davy, which is authorised and regulated by the Central Bank, is
acting exclusively for the Offeree as financial adviser and broker
in relation to the matters referred to in this Announcement and no
one else in connection with and will not be responsible to anyone
other than the Offeree for providing the protections afforded to
clients of Davy or for providing advice in relation to the Offer,
the contents of this Announcement or any transaction or arrangement
referred to in this Announcement.
Davy has given and has not withdrawn its consent to the
inclusion in the Announcement of references to its advice to the
Independent Committee in the form and context in which it
appears.
This Announcement does not constitute an offer or invitation to
purchase, sell, subscribe or exchange or the solicitation of an
offer to purchase, sell, subscribe or exchange any securities or
the solicitation of any vote or approval in any jurisdiction
pursuant to the Offer or otherwise, nor shall there be any
purchase, sale or exchange of securities or such solicitation in
any jurisdiction in which such offer, solicitation or sale or
exchange would be unlawful prior to any required registration or
qualification under the laws of any jurisdiction.
The release, publication or distribution of this Announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this Announcement and
all other documents relating to the Offer are not being, and must
not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction.
Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction.
Any response in relation to the Offer should be made only on the
basis of the information contained in the Offer Document. Abbey
Minority Shareholders are advised to read carefully the formal
documentation in relation to the Offer once the Offer Document has
been despatched.
This Announcement is made pursuant to Rule 2.5 of the Irish
Takeover Rules.
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if
any person is, or becomes, 'interested' (directly or indirectly) in
1 per cent. or more of any class of 'relevant securities' of Abbey
or GHL, all 'dealings' in any 'relevant securities' of Abbey or GHL
(including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly
disclosed by not later than 3.30 pm (Dublin time) on the business
day following the date of the relevant transaction. This
requirement will continue until the date on which the 'Offer
Period' ends. If two or more persons co-operate on the basis of any
agreement, either express or tacit, either oral or written, to
acquire an 'interest' in 'relevant securities' of Abbey or GHL,
they will be deemed to be a single person for the purpose of Rule
8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules,
all 'dealings' in 'relevant securities' of Abbey by GHL or
'relevant securities' of GHL by Abbey, or by any of their
respective 'associates' must also be disclosed by no later than 12
noon (Dublin time) on the business day following the date of the
relevant transaction.
A disclosure table, giving details of the companies in whose
'relevant securities' 'dealings' should be disclosed can be found
on the Panel's website at www.irishtakeoverpanel.ie .
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
The Offer will be governed by Irish law. The Offer will be
subject to the applicable requirements of the Irish Takeover Rules,
the Panel, the Irish Stock Exchange, the Alternative Investment
Market and all applicable laws.
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share, for the Abbey Group for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for the Abbey Group. No
statement in this Announcement constitutes an asset valuation.
A copy of this Announcement will be published on the website of
Abbey (www.abbeyplc.ie) in accordance with the requirements of Rule
2.6(c) and 19.9of the Irish Takeover Rules. Neither the content of
any such website nor the content of any other website accessible
from hyperlinks on such website is incorporated into, or forms part
of, this Announcement.
Appendix I
Sources and Bases of Information
In this Announcement, unless otherwise stated:
1. The financial information relating to Abbey has been
extracted from the audited consolidated financial statements of
Abbey for the relevant financial year.
2. The value of the entire issued and to be issued ordinary
share capital of Abbey is based upon 20,876,751 Shares being in
issue on 30 October 2020, being the last disclosure by the Company
of the total number of issued Shares. Abbey has no share options
outstanding.
3. The value of the Abbey Shares the subject of the Offer is
based upon a total of 914,418 Shares being in issue and held other
than by GHL on 9 December 2020.
4. The Closing Prices are taken from the Daily Official List.
5. 30 day and 12-month average closing prices have been derived
from Factset and have been rounded to the nearest single decimal
place.
6. References to a percentage of Shares are based on the number
of Shares in issue as at the close of business on 9 December
2020.
7. References to aggregate trading volumes of Shares in the year
to date have been taken from Bloomberg as at 9 December 2020.
Appendix II
Definitions
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
GBP UK pounds sterling
Abbey or the Abbey plc
Company
Abbey Board the board of directors of Abbey
Abbey Directors the directors of Abbey as at the date of this
Announcement
Abbey Group Abbey and its subsidiaries and subsidiary undertakings
or the Group from time to time
Abbey Minority the holders of Abbey Shares excluding GHL
Shareholders
Abbey Share(s) the Shares to which the Offer relates
AIM or Alternative the Alternative Investment Market of the London
Investment Market Stock Exchange
Announcement this announcement dated 10 December 2020 which
is an announcement under Rule 2.5 of the Irish
Takeover Rules
Cash Consideration the consideration payable to Abbey Minority
Shareholders who accept the Offer, being GBP15.75
in cash per Abbey Share
Central Bank the Central Bank of Ireland
Closing Price the closing middle market quotation of an Abbey
Share as derived from the Daily Official List
on the relevant day
Daily Official the AIM Appendix of the Daily Official List
List of the London Stock Exchange
Davy J&E Davy (trading as Davy) and Davy Corporate
Finance of 49 Dawson Street, Dublin 2, D02 PY05,
Ireland
Euro or "EUR" euro, the lawful currency of Ireland and "
cent " refers to parts thereof
Euronext Dublin the Irish Stock Exchange plc trading as Euronext
Dublin
Euronext Growth the Euronext Growth Market regulated by Euronext
Dublin Dublin
Form of Acceptance the form of acceptance or other acceptance document
which will accompany the Offer Document
Gallagher Family Mrs Y M Bailey, Mr P C Gallagher, Mr B J Gallagher,
Mr C H Gallagher, Mr D A Gallagher, Mr D P Gallagher,
Mr A J Gallagher, Miss A M Gallagher and Mr
M G Gallagher
GHL Gallagher Holdings Limited
GHL Directors the board of directors of Gallagher Holdings
Limited
IBI Corporate IBI Corporate Finance Limited of 33 Fitzwilliam
Finance Place, Dublin 2, D02 W899, Ireland
Independent the Abbey Board, excluding Charles Gallagher,
Committee David Gallagher and Avril Gallagher and excluding
Lorenzo Fraquelli and Nick Collins who have
excluded themselves from participation in the
deliberations of the Independent Committee with
respect to the Offer
Independent the members of the Independent Committee being
Directors Anthony Quirke, Michael McNulty, and Robert
Kennedy each of whom are Non-Executive Directors
of Abbey and none of whom own Abbey Shares
Irish Takeover the Irish Takeover Panel Act 1997, Takeover
Rules Rules 2007 as amended
ISIN International Securities Identification Number
Offer the recommended cash offer being made by the
Offeror to acquire the entire issued and to
be issued ordinary share capital of Abbey (excluding
shares already owned by GHL) on terms to be
set out in the Offer Document and Form of Acceptance
Offer Document the formal offer document to be sent to Abbey
Minority Shareholders (other than those Shareholders
in Restricted Jurisdictions) which will contain
the full terms of the Offer
Offer Period the period commencing on the date hereof and
ending on the final closing date of the Offer
(or such other date as the Panel may decide
or the Irish Takeover Rules dictate)
Offeror Gallagher Holdings Limited, a company incorporated
in England and Wales with registered number
01579410
Offeree Abbey plc
Panel the Irish Takeover Panel established under the
Irish Takeover Panel Act 1997
Restricted Jurisdiction any jurisdiction in, into or from which the
release, publishing or distribution of this
Announcement, the Offer Document or the Form
of Acceptance in whole or in part would or might
infringe the laws of that jurisdiction or would
or might require compliance with any governmental
or other consent or any registration or other
formality that the Offeror is unable to comply
with or regards as unduly onerous to comply
with
Shares the existing unconditionally allotted or issued
and fully paid ordinary shares of EUR0.32 each
in the capital of Abbey and any further such
shares which are unconditionally allotted or
issued and fully paid whilst the Offer remains
open for acceptance (or by such earlier date
as the Offeror may, subject to the Irish Takeover
Rules, decide)
Trading Day any day on which the London Stock Exchange is
open
UK or United the United Kingdom of Great Britain and Northern
Kingdom Ireland
Any reference to any provision of any legislation shall include
any amendment, modification, re-enactment or extension thereof. Any
reference to any legislation is to Irish legislation unless
specified otherwise.
Words impacting the singular shall include the plural and vice
versa and words imparting the masculine gender shall include the
feminine or neutral gender.
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END
OFDUKUARRVUURUA
(END) Dow Jones Newswires
December 10, 2020 02:00 ET (07:00 GMT)
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