TIDMCPP
RNS Number : 0582G
CPPGroup Plc
31 May 2013
Statement re Possible Offer
CPPGroup Plc
31 May 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER
WILL BEMADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE
MADE
Extension of deadline under Rule 2.6(c) of the Code
Following the announcements made on 27 March 2013 and 24 April
2013, and in accordance with Rule 2.6(a) of the Code, Mr Hamish
Macgregor Ogston CBE was required, by not later than 5.00 p.m. on
31 May 2013, to either announce a firm intention to make an offer
for CPPGroup Plc ("CPP" or the "Group") in accordance with Rule 2.7
of the Code or announce he does not intend to make an offer.
CPP understands from previous interactions with Mr Hamish
Macgregor Ogston CBE that the refinancing and possible offer are
subject to a number of pre-conditions. From recent discussions CPP
is aware that progress is being made on the satisfaction of certain
of these pre-conditions, however it is believed that two of the
pre-conditions will need to be met before an attempt is made to
satisfy the others, namely Mr Hamish Macgregor Ogston CBE
undertaking and completing due diligence on the Group that is
satisfactory to him, and new credit arrangements for the Group with
a three year term being agreed between the Group, Mr Hamish
Macgregor Ogston CBE and the Group's lenders, which are appropriate
for the needs of the Group having regard to its financing
requirements, and including security arrangements satisfactory to
Mr Hamish Macgregor Ogston CBE in support thereof, including
"ring-fencing" certain parts of the Group as part of enhanced
contingency planning.
CPP accepts that the satisfaction of the pre-conditions may take
an extended period of time. There can be no certainty that Mr
Hamish Macgregor Ogston CBE will be able to complete due diligence
that is satisfactory to him or that new credit arrangements will be
available to the Group.
At the request of CPP, the Panel has today consented to an
extension of this deadline until 5.00 p.m. on 30 August 2013.
This deadline may be extended further with the consent of the
Panel, at CPP's request, in accordance with Rule 2.6(c) of the
Code.
As set out in the announcements made by CPP on 17 April 2013 and
24 April 2013 relating to the possible offer, it should be noted
that there is no binding commitment by Mr Hamish Macgregor Ogston
CBE to make an offer for CPP. Even if the pre-conditions currently
contemplated by Mr Hamish Macgregor Ogston CBE (or any other
pre-conditions which Mr Hamish Macgregor Ogston CBE may specify)
are satisfied or waived by Mr Hamish Macgregor Ogston CBE, there
can be no certainty that an offer for CPP will be made or as to the
terms of or conditions to any such offer.
A further announcement will be made as appropriate. A copy of
this announcement will be available on CPP's website
(www.cppgroupplc.com).
The content of the websites referred to in this announcement are
not incorporated into and do not form part of this
announcement.
Enquiries:
CPPGroup Plc
Shaun Parker, Chief Financial Officer
Tel: +44 (0) 1904 544 372
Helen Spivey, Head of Corporate and Investor Communications
Tel: +44 (0) 1904 544387
Greenhill & Co. International LLP
Anthony Parsons
Hugo Grimston
Tel: +44 (0) 20 7198 7400
Tulchan Communications
David Allchurch
Martin Robinson
Tel: +44 (0) 20 7353 4200
Further information
Greenhill & Co. International LLP, which is regulated in the
United Kingdom by the Financial Conduct Authority, is acting for
CPPGroup Plc and for no one else in connection with the matters set
out in this announcement and will not be responsible to anyone
other than CPPGroup Plc for providing the protections afforded to
clients of Greenhill & Co. International LLP or for providing
advice in relation to the matters set out in or any other matter
referred to in this announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
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). This announcement
has been prepared in accordance with English law and the UK City
Code on Takeovers and Mergers (the "Code") and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside of
the United Kingdom.
The release, distribution or publication of this announcement in
jurisdictions other than the UK may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about and
observe any applicable requirements.
Dealing disclosure requirements
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 paper 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 paper
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 paper 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper 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 paper
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 of this announcement
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in restricted
jurisdictions on CPP's website.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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