TIDMTCN
RNS Number : 9053F
Tricorn Group PLC
21 July 2021
21 July 2021
Tricorn Group PLC
("TCN" or "the Company")
Strategic Review, Formal Sale Process and Commencement of Offer
Period
As set out in the Company's interim results published today, as
a result of the global pandemic, Tricorn has experienced an
extended period of challenging markets and turbulent trading.
Significant changes to the senior executive team have been made and
customer demand is steadily improving which is a welcome sign that
the Company is returning to pre-pandemic levels of production
activity.
It is anticipated that the impact of COVID-19, the significant
incidence of material inflation and the shipping delays of imported
material will continue to put pressure on operating costs and
margins in the near term. While the Group is currently operating
within its borrowing facilities, the near term reduction in
profitability and the increased pressure on working capital mean
that these facilities alone will not provide the Group with the
necessary cash to make the required investment to deliver the
turnaround strategy and return the Group to profitable cash
generation.
In light of these matters, the board of directors ("Board") has
now determined to undertake a review of the strategic options open
to it in order to maximise value for shareholders. These options
include, but are not limited to, a sale of the Company which will
be conducted under the framework of a "formal sale process" in
accordance with the Takeover Code, or the sale of one or more of
the Company's operations.
The Company's largest shareholder, Roger Allsop, Non-Executive
Director of TCN, who has a shareholding of approximately 34.23 per
cent. of the issued share capital of TCN, has indicated his support
for such a strategic review.
The Board has appointed Arden Partners plc ("Arden") as its
financial adviser. Parties with a potential interest in making a
proposal should contact Arden, whose details are set out below.
Any interested party will be required to enter into a
non-disclosure agreement with the Company on terms satisfactory to
the Board and its advisers. The Company then intends to provide
such interested parties with certain information on the business,
following which interested parties will be invited to submit their
proposals to Arden. Further announcements regarding timings and
procedures for the formal sale process will be made as appropriate.
The Company is not currently in any discussions with any potential
offeror relating to an acquisition of the issued and to be issued
share capital of the Company.
Shareholders are advised that there can be no certainty that any
offers will be made, nor as to the terms of any offer, and thus
whether any offer will be completed. The Board reserves the right
to alter any aspect of the process or to terminate it at any time
and will make further announcements as appropriate. The Board also
reserves the right to reject any approach or terminate discussions
with any interested party or participant at any time.
Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code
The Takeover Panel has granted a dispensation from the
requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover
Code such that any interested party participating in the formal
sale process will not be required to be publicly identified as a
result of this announcement (subject to Note 3 to Rule 2.2 of the
Takeover Code) and will not be subject to the 28 day deadline
referred to in Rule 2.6(a), for so long as it is participating in
the formal sale process. Interested parties should note Rule 21.2
of the Takeover Code, which will prohibit any form of inducement
fee or other offer-related arrangement, and that the Company,
although it may do so in the future, has not at this stage
requested any dispensation from this prohibition under Note 2 of
Rule 21.2.Following this announcement, the Company is now
considered to be in an "offer period" as defined in the Takeover
Code, and the dealing disclosure requirements summarised below will
apply.
This announcement is not an announcement of a firm intention to
make an offer under Rule 2.7 of the Takeover 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.
Enquiries
Tricorn Group plc www.tricorn.uk.com
Andrew Moss, Chairman +44 (0)7768 306 701
Michael Stock, Chief Executive and Group Finance Director +44 (0)7894 784 106
Arden Partners plc (financial and Rule 3 adviser, nominated adviser and broker) +44 (0)20 7614 5900
Richard Johnson
Steve Douglas
Oscair McGrath
Arden is authorised and regulated in the United Kingdom by the
FCA and is acting exclusively for the Company and no one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to the customers of Arden or for
providing advice in relation to the matters described in this
announcement.
Rule 2.9
In accordance with Rule 2.9 of the Code, TCN confirms that it
has in issue 49,219,285 ordinary shares of 10 pence each in the
capital of the Company ("Ordinary Shares") admitted to trading on
the AIM Market of the London Stock Exchange. The International
Securities Identification Number for TCN Ordinary Shares is
GB0009716340.
Dealing Disclosure Requirements of the City Code on Takeovers
and Mergers
Under Rule 8.3(a) of the Takeover 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 Takeover 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(s), 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.
MAR
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014, as
implemented into English law ("MAR"). Upon the publication of this
announcement via a Regulatory Information Service, this inside
information will be considered to be in the public domain.
Publication on Website
A copy of this announcement will be made available at
www.tricorn.uk.com no later than 12:00 noon (London time) on 22
July 2021 (being the business day following the date of this
announcement) in accordance with Rule 26.1 of the Takeover Code.
The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
Forward-Looking Statements
This announcement contains statements which are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact are
forward-looking statements. They are based on current expectations
and projections about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. Often, but not always, forward-looking
statements can be identified by the use of a date in the future or
forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims", "projects"
or words or terms of similar substance or the negative of those
terms, as well as variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be
achieved. Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future expectations or
events that are beyond the Company's control.
Forward-looking statements include statements regarding the
intentions, beliefs or current expectations of the Company
concerning, without limitation, future revenues, economic
performance, financial condition, and future prospects.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of TCN to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements.
Neither TCN nor any of its Directors, officers or advisers
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this document will actually occur.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
document.
Other than in accordance with its legal or regulatory
obligations (including under the AIM Rules and the Disclosure
Guidance and Transparency Rules), TCN is not under any obligation
and TCN expressly disclaims any intention or obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
No Offer or Solicitation
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction. Any offer (if made) will be made
solely by certain offer documentation which will contain the full
terms and conditions of any offer (if made), including details of
how such offer may be accepted. This announcement has been prepared
in accordance with English law and the Code, and information
disclosed may not be the same as that which would have been
prepared in accordance with laws outside of the United Kingdom. The
release, distribution or publication of this announcement in
jurisdictions outside of the United Kingdom may be restricted by
laws of the relevant jurisdictions, 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
law of any such jurisdiction.
Nothing in this announcement is or should be relied on as a
promise or representation to the future. This announcement includes
certain statements, estimates and projections provided by the
Company in relation to the Company's anticipated future
performance. Such statements, estimates and projections are based
on various assumptions made by the Company concerning anticipated
results which may or may not prove to be correct. No
representations or warranties are made by any person as to the
accuracy of such statements, estimates or projections.
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END
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(END) Dow Jones Newswires
July 21, 2021 02:00 ET (06:00 GMT)
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