TIDMDAY
RNS Number : 1672X
Toscafund Asset Management LLP
17 November 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
For immediate release 17 November 2014
Publication and posting of Offer Document
On 20 October 2014, Toscafund Asset Management LLP, Penta
Capital LLP and Matthew Riley (the "Consortium") and Daisy Group
plc ("Daisy") released an announcement (the "20 October
Announcement") that they had reached agreement on the terms of a
recommended cash offer pursuant to which Chain Bidco plc ("Bidco")
(a newly incorporated company owned (indirectly) by the Consortium)
will acquire the entire issued and to be issued share capital of
Daisy not already owned, or agreed to be acquired, by Bidco, to be
implemented by means of a takeover offer within the meaning of Part
28 of the Companies Act. Defined terms in this announcement shall
have the meaning given to them in the 20 October Announcement.
Accordingly, Bidco announces that it is today posting to Daisy
shareholders an offer document relating to the Offer (the "Offer
Document").
Information for shareholders on the Offer
The Offer will initially be open for acceptance until 1.00 p.m.
(London time) on 8 December 2014.
To accept the Offer in respect of Daisy Shares held in
certificated form (that is, NOT in CREST), the Form of Acceptance
must be completed in accordance with the instructions printed
thereon and returned as soon as possible and, in any event, so as
to be received by Capita Asset Services at Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later
than 1.00 p.m. (London time) on 8 December 2014.
To accept the Offer in respect of Daisy Shares held in
uncertificated form (that is, in CREST), acceptance should be made
electronically through CREST so that the relevant TTE instruction
settles as soon as possible and, in any event, no later than 1.00
p.m. (London time) on 8 December 2014. If you are a CREST sponsored
member, you should refer to your CREST sponsor as only your CREST
sponsor will be able to send the necessary TTE instruction to
Euroclear in relation to your Daisy Shares.
Notice of the General Meeting of Daisy
Notice of the Daisy General Meeting, to be held at Ropemaker
Place, Level 12, 25 Ropemaker Street, London EC2Y 9LY at 11.00 a.m.
on 3 December 2014, to approve the Management Arrangements is set
out at the end of the Offer Document. To be valid, the Form of
Proxy should be completed and returned by post or by hand as soon
as possible and, in any event, so as to reach Capita Asset Services
at PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by
not later than 11.00 a.m. on 1 December 2014.
Completion and return of the Form of Proxy will not preclude
Independent Shareholders from attending and voting at the Daisy
General Meeting in person if they so wish.
Shareholder helpline
A shareholder helpline is available for Daisy shareholders. If
you require assistance, please contact Capita Asset Services on
0871 664 0321 (from within the UK) or on + 44 20 8639 3399 (if
calling from outside the UK). Calls to the 0871 664 0321 number
cost 10 pence per minute from a BT landline. Other network
providers' costs may vary. Lines are open 9.00 a.m. to 5.30 p.m.
(London time) Monday to Friday. Calls to the helpline from outside
the UK will be charged at the applicable international rate.
Different charges may apply to calls from mobile telephones and
calls may be recorded and randomly monitored for security and
training purposes. The helpline cannot provide advice on the merits
of the Offer or the Management Arrangements nor give any financial,
legal or tax advice.
Publication on website
In accordance with Rule 30.4 of the Code, a copy of this
announcement and the Offer Document will be made available free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Daisy's website at
www.daisygroupplc.com, Toscafund's website at www.toscafund.com and
Penta's website at www.pentacapital.com by no later than 12 noon
(London time) on the business day following this announcement.
Enquiries:
J.P. Morgan Cazenove (financial adviser to Chain Bidco plc)
Tel: +44 (0) 20 7777 2000
Hugo Baring
James Thomlinson
Christopher Wood
Seán Murphy
Redleaf (media enquiries for Chain Bidco plc)
Tel: +44 (0) 20 7382 4747
Emma Kane
Liberum (Rule 3 Adviser, Nominated Adviser and Corporate Broker
to Daisy)
Tel: +44 (0) 20 3100 2000
Steve Pearce
Neil Patel
Steve Tredget
Thomas Bective
Oakley Capital Corporate Finance (financial adviser to
Daisy)
Tel: +44 (0) 20 7766 6900
Chris Godsmark
Chris Brooks
Zishaan Arshad
Marc Jones
Redleaf (media enquiries for Daisy)
Tel: +44 (0) 20 7382 4730
Rebecca Sanders-Hewett
Jenny Bahr
Rachael Brown
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as financial
adviser exclusively for Toscafund and Bidco and no-one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters referred to in this announcement and will not be
responsible to anyone other than Toscafund and Bidco for providing
the protections afforded to clients of J.P. Morgan Cazenove, nor
for providing advice in relation to any matter referred to
herein.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Daisy as its adviser for the purposes of Rule 3 of
the Code and for no-one else in connection with the Offer and this
announcement and will not be responsible to anyone other than Daisy
for providing the protections afforded to clients of Liberum
Capital nor for providing advice in connection with the Offer or
this announcement or any matter referred to herein.
Oakley Capital Limited is authorised and regulated by the
Financial Conduct Authority. Oakley Capital Limited is acting as
financial adviser exclusively for Daisy and no-one else in
connection with the matters set out in this announcement and will
not regard any other person as its client nor be responsible to
anyone other than Daisy for providing the protections afforded to
clients of Oakley Capital Limited nor for providing advice in
relation to the matters referred to in this announcement.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 per cent. 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 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.
Ends
This information is provided by RNS
The company news service from the London Stock Exchange
END
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