Commencement of Offer Period

RNS Number : 9425F

Mulberry Group PLC

20 November 2020

 

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

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE

20 November 2020

Mulberry Group plc ("Mulberry")

Commencement of Offer Period

Rule 2.9 Disclosure

The board of Mulberry (the "Board") notes the announcement released yesterday by Frasers Group plc ("Frasers") and that:

· following the acquisition of a further 4,335,720 Mulberry ordinary 5 pence shares ("Ordinary Shares"), Frasers now holds interests in 22,121,948 Ordinary Shares, representing 36.82 per cent of the issued Ordinary Shares and contracts for differences relating to a further 27,489 Ordinary Shares;

· due to a dispensation granted to Frasers by the Panel on Takeovers and Mergers under Note 5(b) on the Notes on Dispensations from Rule 9 of the Code, Frasers acquisition of additional Ordinary Shares does not give rise to an obligation for Frasers to make a mandatory cash offer under Rule 9 of the Code;

· Frasers has reserved the right to make a voluntary offer for the Company and is now in a 28 day "put up or shut up" period in accordance with Rule 2.6 (a) of the Code.

The Board also notes that there can be no certainty that an offer will be made by Frasers for the Ordinary Shares in which it is not already interested nor as to the terms on which any such offer may be made.

As a consequence of Frasers' announcement, the Company is now in an "offer period" in accordance with the Code and that the dealing disclosure requirements noted below will apply.

A further announcement will be made by Mulberry as and when appropriate.

Rule 2.9 of the Code:

In accordance with Rule 2.9 of the Code, Mulberry confirms that it has 60,077,458 Ordinary Shares in issue   and admitted to trading on the AIM Market of the London Stock Exchange. The ISIN reference for the Ordinary Shares is GB0006094303.

Enquiries:

Mulberry Group plc Charles Anderson (Group Finance Director)	Tel: [phone]
GCA Altium (Financial Adviser and NOMAD)	Tel: [phone]
Tim Richardson
Headland (Public Relations)	Tel: [phone]
Lucy Legh / Jane Glover
Barclays (Broker)	Tel: [phone]
Nicola Tennent

Important notice:

GCA Altium Limited ("GCA Altium"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Mulberry and no one else in connection with the matters set out in this announcement.  In connection with such matters, GCA Altium will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to clients of GCA Altium or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

Dealing disclosure requirements of the Code:

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 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) of the Code applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 1per cent. 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, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (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 of the Code.

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 of the Code).

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.

Publication on website:

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at https://www.mulberry.com/gb/investor-relations The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

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