TIDMABBY
RNS Number : 5791J
Abbey PLC
22 December 2020
Gallagher Holdings Limited
Offer Document Posted
22 December 2020
Not for release, publication or distribution, in whole or in
part, in or into or from a Restricted Jurisdiction.
Offer Document Posted
in respect of the
Unconditional Recommended Cash Offer
by
Gallagher Holdings Limited
for the entire issued and to be issued share capital of
Abbey plc
(excluding shares already owned by Gallagher Holdings
Limited)
Further to the announcement on 10 December 2020 that the
Independent Committee of Abbey and the Board of Gallagher Holdings
Limited (GHL) had reached agreement on the terms of a cash offer of
GBP15.75 per share (the "Offer") for the entire issued and to be
issued share capital of Abbey plc ("Abbey") (excluding shares
already owned by GHL), the Board of GHL announces that the offer
document containing the unconditional cash offer (the "Offer
Document") and the Form of Acceptance in connection with the Offer
will be posted to Abbey Shareholders today.
The Offer is open for acceptances until 1:00 p.m. (Dublin time)
on 28 February 2021 (unless otherwise extended). Abbey Minority
Shareholders who wish to accept the Offer should therefore ensure
that acceptances are delivered in accordance with the instructions
set out in the Offer Document and the Form of Acceptance as soon as
possible and, in any event, so as to be received by Computershare
Investor Services (Ireland) Limited, (3100 Lake Drive, Citywest
Business Campus, Dublin 24, D24 AK82, Ireland; tel: +353 1 447
5104) by no later than 1.00 p.m. (Dublin time) on 28 February
2021.
The Offer Document and Form of Acceptance is available for
inspection at the offices of Arthur Cox, Ten Earlsfort Terrace,
Dublin 2, D02 T380, Ireland during normal business hours on any
weekday (Saturdays, Sundays and public holidays excepted) until the
end of the Offer Period.
Unless otherwise defined in this announcement, capitalised words
and phrases used in this announcement shall have the same meanings
given to them in the Offer Document.
For further information please contact:
IBI Corporate Finance
(Financial adviser to the Offeror)
Tom Godfrey
Stephen Beale +353 1 963 1200
Davy
(Financial adviser and Corporate Broker to
the Offeree)
Brian Garrahy
Daragh O'Reilly +353 1 679
Orla Cowzer 7788
The directors of GHL and the directors of Shrewsbury Holdings
Limited (the ultimate parent undertaking of GHL) (together the
"Directors") accept responsibility for the information contained in
this announcement, save that the only responsibility accepted by
the Directors in respect of the information in this announcement
relating to Abbey, the Abbey Group, the directors of Abbey and
persons connected with them, which has been compiled from published
sources, has been to ensure that such information has been
correctly and fairly reproduced or presented (and no steps have
been taken by the Directors to verify this information). To the
best of the knowledge and belief of the Directors (who have taken
all reasonable care to ensure that such is the case), the
information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
IBI Corporate Finance, is acting exclusively for GHL and no one
else in connection with the Offer and will not be responsible to
anyone other than GHL for providing the protections afforded to
clients of IBI Corporate Finance or for providing advice in
relation to the Offer, the contents of this announcement or any
transaction or arrangement referred to in this announcement.
Davy, which is authorised and regulated in Ireland by the
Central Bank, is acting exclusively for Abbey as financial adviser
and corporate broker and no one else in connection with the Offer
and will not be responsible to anyone other than Abbey for
providing the protections afforded to clients of Davy or for
providing advice in relation to the Offer, the contents of this
announcement or any transaction or arrangement referred to
herein.
The availability of the Offer to persons outside of Ireland or
the United Kingdom may be affected by the laws of the relevant
jurisdictions. Such persons should inform themselves about and
observe any applicable requirements. If you are in any doubt about
your position, you should consult your legal adviser in the
relevant jurisdiction without delay. Unless otherwise determined by
GHL and permitted by applicable law and regulation, the Offer is
not being made, directly or indirectly, in or into any Restricted
Jurisdiction, or by use of the mails, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce, or by any
facility of a national securities exchange of any Restricted
Jurisdiction, and the Offer will not be capable of acceptance by
any such means, instrumentality or facility from or within any
Restricted Jurisdiction. Accordingly, copies of this document and
all other documents relating to the Offer are not being, and must
not be, mailed or otherwise forwarded, distributed or sent in, into
or from any Restricted Jurisdiction. Persons receiving such
documents (including, without limitation, nominees, trustees and
custodians) should observe these restrictions. Failure to do so may
invalidate any related purported acceptance of the Offer.
Notwithstanding the foregoing restrictions, GHL reserves the right
to permit the Offer to be accepted if, in its sole discretion, it
is satisfied that the transaction in question is exempt from or not
subject to the legislation or regulation giving rise to the
restrictions in question.
This announcement does not constitute an offer to sell or an
invitation to purchase or subscribe for any securities or the
solicitation of an offer to purchase or subscribe for any
securities. Any response in relation to the Offer should be made
only on the basis of the information contained in the Offer
Document or any document by which the Offer is made.
Rule 8 - Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Rules, if any
person is, or becomes, "interested" (directly or indirectly) in 1%
or more of any class of "relevant securities" of Abbey, all
"dealings" in any "relevant securities" of Abbey (including by
means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by not
later than 3.30 p.m. (Irish time) on the "business day" in Dublin
following the date of the relevant transaction. This requirement
will continue until the date on which the Offer Period ends. If two
or more persons co-operate on the basis of any agreement, either
express or tacit, either oral or written, to acquire an "interest"
in "relevant securities" of Abbey, they will be deemed to be a
single person for the purpose of Rule 8.3 of the Takeover Rules
Under the provisions of Rule 8.1 of the Takeover Rules, all
'dealings' in 'relevant securities' of Abbey by GHL or 'relevant
securities' of GHL by Abbey, or by any of their respective
'associates' must also be disclosed by no later than 12 noon
(Dublin time) on the 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 can be found
on the Panel's website at www.irishtakeoverpanel.ie .
'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 Takeover Rules,
which can also be found on the Takeover Panel's website. If you are
in any doubt as to whether or not you are required to disclose a
dealing under Rule 8, please consult the Panel's website at
www.irishtakeoverpanel.ie or contact the Panel on telephone number
+353 1 678 9020.
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