Statement re Possible Offer

RNS Number : 0682U

Northacre PLC

20 December 2012

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

20 December 2012

Northacre PLC

("Northacre" or the "Company")

This is an announcement under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code") and is not an announcement of a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.

Statement Regarding Possible Offer

Northacre notes some recent market speculation relating to the Company. Northacre announces that the Company has received approaches and is in preliminary discussions with two parties: Law 2492 Limited, a management buyout vehicle led by Ken MacRae (the Company's Chief Executive) and Abu Dhabi Capital Management LLC; which may or may not lead to an offer being made for the Company (the "Offers").

The discussions are at an early stage and there can be no certainty as to whether an offer for the Company will or will not be made.

Brian Harris and Malcolm Williams have been designated by the Board to act as an independent committee to consider the Offers (the "Independent Directors").

A further announcement will be made in due course.

In accordance with Rule 2.6(a) of the Code, each party must, by not later than 5.00pm on 17 January 2013, either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.  This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code. 

Pursuant to Rule 2.10 of the City Code on Takeovers and Mergers, the Company confirms that it has the following securities in issue: 26,723,643 ordinary shares of 2.5 pence each, ISIN GB0006877939.

A copy of this announcement will be available at www.northacre.co.uk. The contents of the website referred to in this announcement are not incorporated into and do not form part of this announcement.

For further information, please contact

Northacre PLC

Duncan Salmon, Company Secretary

Tel: [phone]

Ernst and Young LLP (Financial adviser to Northacre)
Julie Green Tim Medak Charles Allen
Tel: [phone]

Ernst & Young LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Northacre and no one else in connection with the Offers and will not be responsible to anyone other than Northacre for providing the protections afforded to clients of Ernst & Young LLP or for providing advice in connection with the Offers, the content of this announcement or any matter or arrangement referred to herein. Neither Ernst & Young LLP nor any of its subsidiaries, branches or affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Ernst & Young LLP in connection with this announcement, any statement contained herein or otherwise.

The Independent Directors of the Company accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Independent Directors of the Company (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to impact the import of this announcement.

Disclosure requirements of the Takeover Code (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 10^th 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 [phone].

 

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