Commencement of Formal Sale Process

RNS Number : 1495N

API Group PLC

26 September 2012

 

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 BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE.

 26 September 2012

API Group plc

 (the "Company" or "API")

Commencement of Formal Sale Process

On 30^th March 2012 the board of API Group plc ("Board") (AIM:API), a leading manufacturer of specialist foils and packaging materials, announced, following consultation with major shareholders, its intention to consider exploring a sale process during the third calendar quarter of this year.  Having consulted with its advisers and given the matter careful consideration, the Board has now concluded that such a step would serve shareholder interests and is therefore seeking potential offerors for the Company, initiating a formal sale process and putting the Company into an offer period with immediate effect.

The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any party interested in 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 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 Code, which will prohibit any form of inducement fee or other offer-related arrangement, and that the Company has not requested any dispensation from this prohibition under Note 2 of Rule 21.2 at this stage.

The Company will conduct the formal sale process through its financial adviser, Altium Capital Limited ("Altium"), in the following manner:

Potential offerors for the entire issued and to be issued share capital of API are hereby invited to contact Altium (contact details as below) without delay. Any interested party will be required to enter into a non-disclosure agreement with the Company on terms reasonably satisfactory to the Board and on the same terms, in all material respects, as all other interested parties, before being permitted to participate in the process.

The Company will then release to interested parties an information memorandum and make available certain limited information by means of an online data room to participants who have entered into such non-disclosure agreements and who will then be invited to submit indicative proposals to the Company through Altium by no later than 31^st October 2012.

The Board will consider indicative proposals and may consult with the Company's major shareholders before determining whether to continue or terminate the sale process.  If appropriate, selected participants will then be given access to more detailed due diligence information through an online data room and management presentations, following which revised proposals shall be requested.

As a final stage, the Board would expect to engage with one or more participants with a view to agreeing an offer, which it is able to recommend for acceptance by shareholders.

The Board reserves the right to alter any aspect of the formal sale process as outlined above or to terminate it at any time and in such cases will make an announcement as appropriate. The Board also reserves the right to reject any approach or terminate discussions with any interested party or participant at any time. There can be no certainty that any offer will be made for the Company, or even proposed, or as to the level of any proposal or offer that may be made.

Altium is acting for the Company in relation to its role as Rule 3 and financial adviser to the Company. Cairn Financial Advisers LLP is acting as nominated adviser and Numis Securities Limited as broker to the Company.

Further announcements will be made in due course, as and when appropriate.

- Ends -

For further information please contact:

API Group plc	Tel: [phone]
Andrew Turner, Group Chief Executive
Chris Smith, Group Finance Director
Altium - Financial Adviser	Tel: [phone]
Paul Lines
Simon Lord
Cairn Financial Advisers - Nominated Adviser	Tel: [phone]
Tony Rawlinson
Avi Robinson
Numis Securities - Broker	Tel: [phone]
James Serjeant
Abchurch Communications - Financial PR	Tel: [phone]
Henry Harrison-Topham
Quincy Allan

A copy of this announcement will be available at www.apigroup.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Altium Capital Limited ("Altium") (which is authorised and regulated in the United Kingdom by the Financial Services Authority under FSA number 116310) is acting exclusively for the Company and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Altium nor for providing advice in relation to the matters described in this announcement.

Cairn Financial Advisers LLP ("Cairn"), which is authorised and regulated in the United Kingdom by the Financial Services Authority under FSA number 518607, is acting exclusively as Nominated Adviser to the Company and is not acting for or advising any other person and accordingly will not be responsible to any person other than the Company for providing advice in relation to the contents of this announcement. Neither Cairn nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a customer of Cairn in connection with this announcement, any statement contained herein or otherwise.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Services Authority under FSA number 144822, is acting exclusively as Broker to the Company and is not acting for or advising any other person and accordingly will not be responsible to any person other than the Company for providing advice in relation to the contents of this announcement. Neither Numis nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a customer of Numis in connection with this announcement, any statement contained herein or otherwise.

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 whether pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, the Company confirms that it has 76,748,730 ordinary shares of 1p each in issue and admitted to trading on the AIM market of the Stock Exchange with the ISIN GB0000592062.

Disclosure requirements of the Takeover Code (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 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

END

 

 

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