NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
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6 December 2010
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REJECTION OF OPPORTUNISTIC APPROACH BY OBERTHUR |
De La Rue plc ("De La Rue" or the "Company" DLAR:L) notes today's announcement by Francois-Charles Oberthur Fiduciaire S. A. ("Oberthur") and confirms that it received a highly preliminary indicative proposal for the Company from Oberthur at 905p a share. The Board of De La Rue (the "Board"), having discussed the approach with its advisers, believes the proposal in no way reflects the fundamental value of the Company. Consequently the Board was unanimous in rejecting this opportunistic approach.
De La Rue is a unique business based on strong fundamentals and its long-term value should not reflect the current issues which management is addressing:
n De La Rue's core markets have shown steady growth, and the business has significant barriers to entry
n De La Rue is a global brand, built up over nearly 200 years, with strong customer relationships
n De La Rue has an experienced and highly skilled workforce
n De La Rue has been successful in developing its traditional strengths, most recently winning, and delivering on time, the complex £400 million ten year UK passport contract
n De La Rue's strong balance sheet supports continued investment in design capability and technical innovation
n De La Rue's operations are highly cash generative
Commenting on the approach, Nicholas Brookes, Chairman of De La Rue, said:
"De La Rue is a unique company and has world leading positions in growth markets with high barriers to entry. We are addressing the current issues, which should not detract from the attractive medium and long-term prospects for the Company. The Board had no hesitation in rejecting this highly opportunistic and preliminary proposal which does not begin to reflect De La Rue's fundamental value."
This announcement has not been made with the consent of Oberthur and there can be no certainty that an offer will be forthcoming.
A copy of this announcement will be available at www.delarue.com
The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Enquiries
Jon Coles and Kate Holgate, Brunswick Group - 0207 404 5959
Disclosure requirements of the City Code on Takeovers and Mergers (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. If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129.