Response to Offer

RNS Number : 8985I

Hornby PLC

22 June 2017

 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OR IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

22 June 2017

Hornby plc

("Hornby" or the "Group")

Response to the announcement of a mandatory cash offer by Phoenix UK Fund Limited ("Phoenix UK Fund")

The Board of Hornby, which is being advised by Numis Securities Ltd ("Numis"), has further considered the announcement released yesterday by Phoenix UK Fund, the Group's largest shareholder.  As described in that announcement, following the acquisition of New Pistoia Income Limited's entire stake of 17,641,161 Hornby Shares at a price of 32.375 pence per Hornby Share, Phoenix UK Fund will be the majority shareholder and is required, under the City Code on Takeovers and Mergers, to make a mandatory cash offer for the Hornby shares not already held by members of the Phoenix Concert Party. This acquisition of shares by Phoenix UK Fund follows New Pistoia Income Limited's withdrawal of its GM requisition notice on 8 May 2017.

The Board considers that the mandatory cash offer of 32.375 pence per Hornby share significantly undervalues Hornby and its future prospects.  The Board also notes Phoenix UK Fund's belief that Hornby should maintain its AIM Listing and its stated support for maintaining a board of directors that complies with the QCA Corporate Governance Code.

The Board will be writing to shareholders with its formal response to the offer once the offer document has been posted.  Shareholders are strongly advised to take no action for the time being.  Further announcements will be made as and when appropriate.

Appointment of Interim Chairman

Furthermore, the Board announces that following the resignation of Roger Canham yesterday as a result of his relationship with Phoenix UK Fund it has appointed Mr. David Adams as Interim Chairman of the Board. The Board would like to thank Roger for his leadership and commitment to the Group since his board appointment in 2012.

Enquiries:

Hornby Plc	01843 233500
Steve Cooke, Chief Executive
David Mulligan, Group Finance Director
Numis Securities Limited	020 7260 1000
Oliver Cardigan (Nomad) Stuart Ord Paul Gillam Tom Ballard
Capital Access Group	020 3763 3400
Scott Fulton

Important Notices Relating to Financial Adviser

Numis Securities Limited which is authorised and regulated by the FCA is acting exclusively for Hornby plc and no-one else in connection with the matters set out in this announcement and Numis Securities Limited will not be responsible to anyone other than Hornby plc for providing the protections afforded to its clients or for providing advice in relation to any matter referred to herein.

Disclosure requirements of 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 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% 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(s), 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 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.

Additional Information

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at Hornby's website at www.hornby.plc.uk and by no later than 12 noon London time on 23 June 2017. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Ends

 

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