1 July 2008
GRAINGER PLC ("Grainger")
RESPONSE TO ANNOUNCEMENT FROM REGIS GROUP PLC ("Regis")
The board of Grainger notes yesterday's announcement from Regis, in which it stated that it has been "watching" Grainger for several months, but is not yet in a position to approach Grainger's board. As a result of Regis' announcement, Grainger is now in an offer period for the purposes of the Takeover Code.
In order to reduce the disruption to Grainger's day to day business and end the uncertainty resulting from yesterday's announcement, the board of Grainger has applied to the Takeover Panel for a deadline to be imposed on Regis to clarify its intentions.
Enquiries:
Lazard |
020 7187 2000 |
William Rucker |
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Patrick Long |
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JPMorgan Cazenove |
020 7588 2828 |
Richard Cotton |
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Robert Fowlds |
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Bronson Albery |
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Financial Dynamics |
020 7831 3113 |
Stephanie Highett |
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Dido Laurimore |
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Jamie Robertson |
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Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Grainger and no one else in relation to the matters referred to in this announcement and will not be responsible to anyone other than Grainger for providing the protections afforded to clients of Lazard or for giving advice in relation to the matters referred to in this announcement.
JPMorgan Cazenove Limited ("JPMorgan Cazenove"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Grainger and no one else in relation to the matters referred to in this announcement and will not be responsible to anyone other than Grainger for providing the protections afforded to clients of JPMorgan Cazenove or for giving advice in relation to the matters referred to in this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Grainger, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Grainger, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Grainger by Regis, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.