TIDMHRN
RNS Number : 0303K
Hornby PLC
04 July 2017
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OR
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
4 July 2017
Hornby plc
("Hornby" or the "Group")
Posting of Response Circular recommending that Hornby
shareholders reject the Offer by Phoenix UK Fund Ltd
On 21 June 2017, Phoenix UK Fund Ltd ("Phoenix") announced that
it had unconditionally agreed to acquire 17,641,161 Hornby Shares
from New Pistoia Income Fund Limited ("NPIL") at a price of 32.375
pence per Hornby Share (the "Acquisition"). The Acquisition settled
on 23 June 2017 and as a result of the Acquisition, the percentage
of Hornby Shares carrying voting rights which the Phoenix Concert
Party holds increased to more than 50 per cent.
Rule 9 of the Code requires that where a shareholder, together
with persons acting in concert with him, has an interest of not
less than 30 per cent., but does not hold more than 50 per cent.,
of a company's voting share capital, and then acquires an interest
in any further shares he is required to make a mandatory cash offer
for the entire issued share capital not already owned by him and
persons acting in concert with him. As a result of the Acquisition,
and pursuant to Rule 9 of the Code, Phoenix, on behalf of the
Phoenix Concert Party, was therefore required to make an offer for
all the Hornby Shares not already owned by it or by persons acting
in concert with it.
On 21 June 2017, Phoenix announced a mandatory unconditional
cash offer to acquire all of the Hornby Shares not already held by
members of the Phoenix Concert Party (the "Offer"). Since the
Phoenix Concert Party holds more than 50 per cent. of the existing
issued share capital of Hornby, the Offer has become wholly
unconditional. Details of the Offer were set out in the offer
document sent to Hornby Shareholders on 23 June 2017 (the "Offer
Document").
Hornby is today sending a circular (the "Response Circular") to
its shareholders in response to the Offer made by Phoenix.
The Hornby Directors believe that the Offer does not reflect an
adequate premium for control and significantly undervalues Hornby
and its prospects and, as such, the Hornby Directors, who have been
so advised by Numis Securities Limited as to the financial terms of
the Offer, unanimously recommend that Hornby Shareholders reject
the Offer. The Response Circular sets out the valuation, control
and other considerations taken into account by the Hornby Directors
in reaching their conclusion that Hornby Shareholders should reject
the Offer.
In addition, the Hornby Directors unanimously recommend that
shareholders should take no action in relation to the Offer and
should not sign any document sent by Phoenix or its advisers.
In accordance with the requirements of Rule 25.1(b) of the City
Code on Takeovers and Mergers (the "Code"), a copy of the Response
Circular will shortly be made available at
http://www.hornby.plc.uk/mandatory-offer-documents/.
Enquiries:
Hornby Plc 01843 233500
Steve Cooke, Chief Executive
David Mulligan, Group Finance Director
Numis Securities Limited 020 7260 1000
Oliver Cardigan (Nomad)
Stuart Ord
Paul Gillam
Tom Ballard
Capital Access Group 020 3763 3400
Scott Fulton
Important Notices Relating to Financial Adviser
Numis Securities Limited which is authorised and regulated by
the FCA is acting exclusively for Hornby plc and no-one else in
connection with the matters set out in this announcement and Numis
Securities Limited will not be responsible to anyone other than
Hornby plc for providing the protections afforded to its clients or
for providing advice in relation to any matter referred to
herein.
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
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available, subject to certain restrictions
relating to persons resident in restricted jurisdictions, at
Hornby's website at www.hornby.plc.uk and by no later than 12 noon
London time on 5 July 2017. 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
RSPLIFEEDVISIID
(END) Dow Jones Newswires
July 04, 2017 02:00 ET (06:00 GMT)
Hornby (LSE:HRN)
Historical Stock Chart
From Apr 2024 to May 2024
Hornby (LSE:HRN)
Historical Stock Chart
From May 2023 to May 2024