TIDMAMR
RNS Number : 5350F
Hawk Investment Hldgs Ltd
23 February 2015
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.
23 February 2015
MANDATORY CASH OFFER
FOR
ARMOUR GROUP PLC
BY
HAWK INVESTMENT HOLDINGS LIMITED
OFFER CLOSED
Introduction
On 16 January 2015, Hawk Investment Holdings Limited ("Hawk"),
made a mandatory cash offer for the entire issued and to be issued
share capital of Armour Group plc ("Armour") not already owned by
it or by persons acting in concert with it (the "Offer").
On 4 February 2015, Hawk announced that on 3 February 2015 the
acceptance condition had been satisfied and, since the acceptance
condition was the only condition to the Offer, the Offer was then
wholly unconditional. Hawk also announced on 4 February 2015 that
the Offer would be extended for a period of 14 days from the first
closing date of 6 February 2015 and, accordingly, would remain open
for acceptance until 1.00 p.m. (London time) on 20 February 2015,
when it would close.
Closing of the Offer
Hawk announces that the Offer has now closed and is no longer
capable of acceptance.
Level of acceptances
As at 1.00 p.m. (London time) on 20 February 2015, being the
final closing date of the Offer, valid acceptances of the Offer had
been received in respect of 17,481,628 Armour Shares, representing
approximately 18.01 per cent. of Armour's existing issued share
capital. So far as Hawk is aware, none of these acceptances have
been received from persons acting, or deemed to be acting, in
concert with Hawk for the purposes of the Offer.
Prior to the announcement of the Offer, Hawk and persons acting
in concert with it owned 45,236,582 Armour Shares representing
approximately 46.61 per cent. of Armour's existing issued ordinary
share capital.
Accordingly, the total number of Armour Shares held by Hawk and
persons acting in concert with it, together with those in respect
of which valid acceptances of the Offer have been received, is
62,718,210 Armour Shares, representing approximately 64.62 per
cent. of Armour's existing issued share capital.
Save as disclosed in this announcement, neither Hawk nor any
persons acting, or deemed to be acting, in concert with Hawk for
the purposes of the Offer has any interest in relevant securities
of Armour or a right to subscribe for any relevant securities of
Armour or any short positions (whether conditional or absolute and
whether in the money or otherwise), including any short positions
under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery in respect of any relevant securities of Armour or has
during the Offer Period borrowed or lent any relevant securities of
Armour.
Status of Armour and AIM listing
As it stated in the Offer Document, Hawk has no intention to
change Armour's business or activities in any way. Hawk plans to
continue the existing policies and practices of the board of Armour
and has no current intention to amend the investing policy of
Armour as set out in its circular to shareholders dated 18 July
2014.
It is also Hawk's current intention to maintain Armour's AIM
listing.
Future application of the Code
Following completion of the Offer, the Hawk Concert Party in
aggregate owns or controls more than 50 per cent. of the issued
ordinary share capital of Armour. Accordingly, under the Code the
Hawk Concert Party in aggregate will be able to increase its
percentage shareholding in the voting rights of Armour without
incurring an obligation under Rule 9 to make a general offer to
Armour Shareholders to acquire the entire issued share capital of
Armour. However, Hawk, which has an interest of not less than 30
per cent. in the share capital of Armour but does not hold more
than 50 per cent., will not be able to increase its percentage
shareholding in Armour without the consent of the Panel and each
remaining individual member of the Hawk Concert Party will not be
able to increase its percentage shareholding in Armour to 30 per
cent. or more without the consent of the Panel.
General
Capitalised terms used but not defined in this announcement have
the same meanings as given to them in the Offer Document.
A copy of this announcement, the Offer Document and the Form of
Acceptance will be made available, subject to certain restrictions
relating to persons resident in any Restricted Jurisdiction, on the
website of Armour at www.armourgroup.uk.com until the end of the
Offer Period. For the avoidance of doubt, the contents of the
website referred to above are not incorporated into and do not form
part of this announcement.
Enquiries
On behalf of the Hawk Concert Party: +44 (0) 7797 751457
Bob Morton
On behalf of Hawk: +44 (0) 1481 724136
Anthony Holt
On behalf of Hub Capital Partners Limited - Financial Adviser to Hawk: +44 (0) 20 7653 8740
David Davies
Hub Capital Partners Limited is acting exclusively as financial
adviser to Hawk and no-one else in connection with the Offer and
other matters described in this announcement, and will not be
responsible to anyone other than Hawk for providing the protections
afforded to clients of Hub Capital Partners Limited or for
providing advice in relation to the Offer, the contents of this
announcement or any other matter referred to herein.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
contacting Capita Asset Services during business hours on 0871 664
0321 from within the UK or +44 02 8639 3399 if calling from outside
the UK or by writing to them at The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU. It is important that you note that unless
you make a request, a hard copy of this announcement and any such
information incorporated by reference in it will not be sent to
you. You may also request that all future documents, announcements
and information to be sent to you in relation to the Offer should
be in hard copy form.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER
TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY
BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS
AND CONDITIONS OF THE OFFER, AND IN THE CASE OF ARMOUR SHARES HELD
IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN
RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER DOCUMENT. SHAREHOLDERS ARE
ADVISED TO READ THE OFFER DOCUMENT CAREFULLY, ONCE IT HAS BEEN
DESPATCHED.
The availability of the Offer and the release, publication and
distribution of this announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person. Copies of this
announcement and any formal documentation relating to the Offer are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents
(including, without limitation, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send them in,
into or from any Restricted Jurisdiction.
This announcement has been prepared for the purpose of complying
with English law, the City Code and the AIM Rules and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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