Dolphin Fund Ltd. Update on possible offer for FIH Group plc (5128C)
April 13 2017 - 12:43PM
UK Regulatory
TIDMFIH
RNS Number : 5128C
Dolphin Fund Ltd.
13 April 2017
13 April 2017
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.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") THAT DOLPHIN DOES NOT INTEND
TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE.
Dolphin Fund Ltd. ("Dolphin" or the "Company")
Update on possible offer for FIH Group plc ("FIH")
Further to our announcement on 31 March 2017, Dolphin has noted
the response from the Independent Directors of FIH on 3 April 2017
and the subsequent publication of a letter from The Falkland
Islands Government ("FIG") on 10 April 2017 which provided new
information in relation to FIH`s subsidiary company, The Falkland
Islands Company`s ("FIC") and its assets on the islands.
Dolphin is conscious of the need to create a constructive
dialogue with FIG and have sought to get an extension to present
its formal offer under Rule 2.7 of the Code, or to make an offer
conditional on having received the necessary licences and/or
permits to hold assets in the islands, with the purpose of not
damaging the Company's interest if Dolphin's offer was accepted by
FIH's current shareholders. In this regard it is relevant that the
Ordinance being referred to in that letter is in the process of
being revised. The Takeover Panel have confirmed that no extension
of the timetable is possible without the consent of FIH which might
allow time for such consultation with FIG, and that a conditional
offer could still be binding on Dolphin even if the condition is
not met.
Dolphin remains convinced of the value within FIH as a long term
shareholder, and of the fact that the lapsed Offer of 300p from
Staunton Holdings Limited did not reflect this value. Dolphin
reserves the right to acquire further shares in the market within
the Rules of the Takeover Code including Rule 2.8 of the Takeover
Code.
As a result Dolphin has decided not to proceed with an offer for
FIH at this time. Under the Rules of the Takeover Code Dolphin will
be precluded from making an offer for 6 months unless, inter alia,
a firm intention to make an offer is announced by a third party or
the Panel determines that a material change has occurred.
ENQUIRIES:
Consultores VC Uruguay (investment Tel: + 598 2518 2218
manager for Dolphin Fund Limited)
Olga Stirling
Arden Partners plc (Financial Tel: + 44 (0) 20 7614 5900
adviser to Dolphin)
Chris Hardie
Ciaran Walsh
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(s), 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 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Additional information
Arden Partners plc ("Arden") is regulated in the United Kingdom
by the Financial Conduct Authority and is acting exclusively for
Dolphin and no one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other
than Dolphin for providing the protections afforded to clients of
Arden, or for providing advice in connection with the contents of
this announcement or any other matter referred to in this
announcement.
Publication on Website
A copy of this announcement will be made available at
www.arden-partners.com no later than 12.00 noon (London time) on 18
April 2017 (being the business day following the date of this
announcement) in accordance with Rule 26.1(a) of the Code. The
content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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