Tender Offer

Bonhill Group PLC

29 June 2023

 

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 THAT JURISDICTION

Bonhill Group PLC

("Bonhill" or the "Company")

Launch of Tender Offer

Further to its announcements on 7 June 2023 (the "Announcement") and 27 June 2023, and following Completion of the Disposal and the passing of Resolution 2 at the Company's General Meeting, Bonhill (AIM: BONH) confirms that its Tender Offer of up to 48,013,696 Ordinary Shares at 10 pence per Ordinary Share is open for acceptances by Eligible Shareholders pursuant to the Conditions set out in the Announcement and the Company's circular dated 7 June 2023 (the "Circular").

The Company sets out below the revised timetable of principal events of the Tender Offer and Cancellation as announced on 23 June 2023:

	2023
Launch of the Tender Offer	29 June
Closing Date - latest time and date for receipt of Tender Forms and settlement of TTE Instruction(s)	1.00 p.m. on 18 July
Record Date for the Tender Offer	6.00 p.m. on 18 July
Announcement of result of the Tender Offer	19 July
Unconditional Date for the Tender Offer and completion of purchase of Ordinary Shares under the Tender Offer	19 July
CREST accounts credited with Tender Offer proceeds for uncertificated Ordinary Shares	by 28 July
Despatch of cheques for Tender Offer consideration in respect of certificated Ordinary Shares sold under the Tender Offer and any balance certificates in respect of any unsold certificated Ordinary Shares	by 28 July
Last day of dealings in Ordinary Shares on AIM                                                                                         28 July Cancellation becomes effective                                                                                             7.00 a.m. on 31 July

Notes:

All references to times throughout this announcement are to London time. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company by an announcement through a Regulatory Information Service.

A copy of the Circular is available on the Company's website at www.bonhillplc.com. A Tender Form for use by Shareholders who hold their Ordinary Shares in certificated form in connection with the Tender Offer was despatched with the Circular. Capitalised terms used but not defined in this announcement will have the same meaning given to them in the Circular.

This announcement should be read in conjunction with the full text of the Announcement and the Circular.

The information communicated in this announcement contains inside information for the purposes of Article 7 of the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time ("Market Abuse Regulation").

The person responsible for arranging the release of this announcement on behalf of the Company is Sarah Thompson, Chief Financial Officer.

Enquiries:-

Bonhill Group plc
Jonathan Glasspool, Non-executive Chairman  Sarah Thompson, Chief Financial Officer	[phone]
Shore Capital (Financial Adviser, Nominated Adviser and Broker)
Tom Griffiths/David Coaten/Tom Knibbs	[phone]

IMPORTANT NOTICES

This announcement does not constitute or form part of an offer or invitation, or a solicitation of any offer or invitation, to purchase any Ordinary Shares or other securities.

The full terms and conditions of the Tender Offer are set out in the Circular, which Shareholders are advised to read in full. Any response to the Tender Offer should be made only on the basis of the information in the Circular and the updated timetable in this announcement.

Shore Capital and Corporate Limited ("Shore Capital") and Shore Capital Stockbrokers which are authorised and regulated in the UK by the FCA, are acting for the Company and no-one else in connection with the Tender Offer, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Shore Capital and Corporate and Shore Capital Stockbrokers or for providing advice in relation to the matters described in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Shore Capital and Shore Capital Stockbrokers under FSMA or the regulatory regime established thereunder: (i) none of Shore Capital or Shore Capital Stockbrokers or any persons associated or affiliated with either of them accepts any responsibility whatsoever or makes any warranty or representation, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by, or on behalf of it, the Company or the Directors, in connection with the company and/or the Tender Offer; and (ii) each of Shore Capital and Shore Capital Stockbrokers accordingly disclaims, to the fullest extent permitted by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this announcement or any such statement.  

Cautionary statement regarding forward-looking statements

This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms anticipates, believes, could, estimates, expects, intends, may, plans, projects, should or will, or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this announcement reflect Whitbread's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group and its operations, results of operations and growth strategy. Other than in accordance with its legal or regulatory obligations (including under the Disclosure Guidance and Transparency Rules, the Market Abuse Regulation and the rules of the London Stock Exchange), the Company is not under any obligation and the Company expressly disclaims any intention or obligation (to the maximum extent permitted by law) to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overseas Shareholders

The availability of the Tender Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Shareholders who are not resident in the United Kingdom should read paragraph 9 of Part II (headed "Overseas Shareholders") of the Circular and should inform themselves about, and observe, any applicable legal or regulatory requirements.  The Tender Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone and e-mail) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by the Company and permitted by applicable law and regulation, neither the Circular nor the Tender Form nor any related document is being, nor may it be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed, or sent in, into or from any Restricted Jurisdiction, and persons receiving the Circular, the Tender Form and/or any related document (including, without limitation, trustees, nominees or custodians) must not mail or otherwise forward, distribute or send it in, into or from such Restricted Jurisdiction, as to do so may invalidate any purported acceptance of the Tender Offer.  Any person (including, without limitation, trustees, nominees or custodians) who would or otherwise intends to, or who may have a contractual or legal obligation to, forward the Circular, the Tender Form and/or any related document to any jurisdiction outside the United Kingdom, should seek appropriate advice before taking any action.

 

END