Statement Regarding Steinhoff Announcement

RNS Number : 6582P

Home Retail Group Plc

19 February 2016

 

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 OR REGULATIONS OF THAT JURISDICTION

19 February 2016

For immediate release

Home Retail Group plc

Statement Regarding Steinhoff Announcement

The Board of Home Retail Group plc (“Home Retail Group” or the “Company”) notes the announcement regarding a possible offer by Steinhoff (“Steinhoff”) and confirms that it has received an approach from Steinhoff regarding a possible cash offer for the Company for a total value of 175 pence per Home Retail Group share (the “Steinhoff Proposal”).  The Board is reviewing the Steinhoff Proposal with its advisers and will make a further announcement in due course.  Home Retail Group shareholders are advised to take no action at this time.

In accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Code"), Steinhoff will have until 5.00pm on 18 March 2016, being 28 days after today's date (or such later time and / or date as may be agreed by the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code), to announce either a firm intention to make an offer for Home Retail Group in accordance with Rule 2.7 of the Code, or 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.

There can be no certainty that a firm offer will be made, nor as to the terms on which any firm offer might be made.  The Board will issue a further statement if and when appropriate.  In the meantime, Home Retail Group shareholders are advised to take no action.

This announcement is being made by Home Retail Group without the prior agreement or approval of Steinhoff.

Enquiries

BofA Merrill Lynch - Financial Adviser and Corporate Broker

Jonathan Bewes               [phone]

Geoff Iles

Eamon Brabazon

Luke McMullan

RLM Finsbury - Public Relations Adviser

Rollo Head                          [phone]

Important notice related to financial adviser

Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary of Bank of America Corporation, is acting exclusively for Home Retail Group in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than Home Retail Group for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement.

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, 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 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.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.Home Retail Group.com by no later than 12 noon (London time) on 22 February 2016.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

END

 

 

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