TIDMHUNT
RNS Number : 5367O
Hunters Property PLC
10 February 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, 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
10 February 2021
RECOMMED CASH AND SHARE OFFER
for
HUNTERS PROPERTY PLC
by
THE PROPERTY FRANCHISE GROUP PLC
PUBLICATION AND POSTING OF SCHEME DOCUMENT
SPECIAL DIVID
On 28 January 2021, the boards of Hunters Property plc (the
"Company" or "Hunters") and The Property Franchise Group plc
("TPFG") announced that they had reached agreement on the terms of
a recommended cash and share offer pursuant to which TPFG will
acquire the entire issued and to be issued share capital of Hunters
(the "Acquisition" forming the "Enlarged Group"). The Acquisition
is to be effected by means of a court-sanctioned scheme of
arrangement between Hunters and the Scheme Shareholders under Part
26 of the Companies Act (the "Scheme").
Publication of the Scheme Document
Hunters and TPFG are pleased to announce that a circular in
relation to the Scheme (the "Scheme Document"), setting out, among
other things, a letter from the Chairman of Hunters, the full terms
and conditions of the Scheme, a statutory explanatory statement, an
expected timetable of principal events, notices of the Court
Meeting and the General Meeting and details of the actions to be
taken by Hunters Shareholders has been published today on Hunters'
website at www.hunters.com/other-services/investor-relations and on
TPFG's website at www.thepropertyfranchisegroup.co.uk/investors
.
Hard copies of the Scheme Document and Forms of Proxy for the
Court Meeting and the Hunters General Meeting are being sent today
to Hunters Shareholders.
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document. All references to times in this
Announcement are to London, United Kingdom times unless stated
otherwise.
Special Dividend
Further to the announcement of the Offer on 28 January 2021,
Hunters has today declared a Special Dividend of 2.7p per Hunters
Share for the year ended 31 December 2020. The Special Dividend
will be paid on 12 March 2021 to holders of Hunters Shares on the
share register at the close of business on 5 March 2021. At the
same time and as announced on 29 September 2020, the Hunters
Board's intention is to repay the Company's unused CBILS support
loan early and in full.
Action required
As further detailed in the Scheme Document, in order to become
Effective, the Scheme will require, among other things, that the
requisite majority of: (i) eligible Scheme Shareholders vote in
favour of the Scheme at the Court Meeting; and (ii) eligible
Hunters Shareholders vote in favour of the Special Resolution at
the Hunters General Meeting. The Scheme must also be sanctioned by
the Court. The Scheme is also subject to the satisfaction or (if
capable of waiver) waiver of the other Conditions and further
terms, as described more fully in the Scheme Document.
Notices convening the Court Meeting and the Hunters General
Meeting to be held at the registered office of Hunters, Apollo
House, Eboracum Way, York YO31 7RE, United Kingdom at 10:30 a.m.
and 11:00 a.m. (or immediately after the conclusion or adjournment
of the Court Meeting) on 5 March 2021 respectively, are set out in
the Scheme Document.
In light of the measures currently implemented by the UK
Government in order to address the ongoing COVID-19 pandemic
(which, at the time of this Announcement, include a prohibition on
public gatherings save in certain limited circumstances and a
prohibition on unnecessary travel), attendance and voting in person
at the Court Meeting and/or the General Meeting will not be
permitted, but Scheme Shareholders and Hunters Shareholders can
remotely attend, submit written questions and vote at the Court
Meeting and/or the General Meeting via the Virtual Meeting
Platform, further details of which are set out in the Scheme
Document. Scheme Shareholders and Hunters Shareholders can access
the Virtual Meeting Platform via a mobile web client, which is
compatible with the latest browser versions of Chrome, Firefox,
Internet Explorer 11 (Internet Explorer v.10 and below are not
supported), Edge and Safari and can be accessed using any web
browser, on a PC or smartphone device. The Virtual Meeting Guide
contains further information on remotely accessing and
participating in the Meetings via the Virtual Meeting Platform and
is available on Hunters' website at
www.hunters.com/other-services/investor-relations .
Scheme Shareholders and Hunters Shareholders are strongly
encouraged to lodge proxy appointments and instructions for the
Court Meeting and the General Meeting as soon as possible, using
any of the methods (by post, online or electronically through
CREST) set out in the Scheme Document. Scheme Shareholders and
Hunters Shareholders are also strongly encouraged to appoint "the
Chairperson of the meeting" as their proxy. If any other person is
appointed as proxy, he or she will not be permitted to attend the
relevant Meeting in person, but will be able to attend, submit
written questions and/or any objections and vote at the relevant
Meeting remotely via the Virtual Meeting Platform, as described in
the opening pages of the Scheme Document and the Virtual Meeting
Guide.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair representation of opinion of Scheme
Shareholders. Whether or not Hunters Shareholders intend to
remotely attend and/or vote at the Court Meeting, Scheme
Shareholders are therefore strongly urged to submit their proxy
appointment for the Court Meeting as soon as possible by post,
online or electronically through CREST.
The Hunters Directors, who have been so advised by SPARK
Advisory Partners Limited ("SPARK"), as to the financial terms of
the Acquisition, consider the terms of the Acquisition to be fair
and reasonable. In providing their advice to the Hunters Directors,
SPARK has taken into account the commercial assessments of the
Hunters Directors. SPARK is providing independent financial advice
to the Hunters Directors for the purposes of Rule 3 of the Takeover
Code.
The Hunters Directors consider that the terms of the Acquisition
are in the best interests of the Hunters Shareholders as a whole.
Accordingly, the Hunters Directors unanimously recommend that
Hunters Shareholders vote in favour of the Scheme at the Court
Meeting and the Special Resolution to be proposed at the General
Meeting, as the Hunters Directors who hold Hunters Shares have
irrevocably undertaken to do in respect of their own beneficial
holdings of Hunters Shares (or those Hunters Shares over which they
have control).
Hunters Shareholders should carefully read the Scheme Document
in its entirety before making a decision with respect to the
Scheme.
Timetable
The Scheme Document contains an expected timetable of principal
events in relation to the Scheme, which is also set out in the
Appendix to this Announcement. The Scheme remains conditional on
the approval of the requisite majority of eligible Scheme
Shareholders at the Court Meeting, the requisite majority of
eligible Hunters Shareholders at the General Meeting and the
satisfaction or (if capable of waiver) waiver of the other
Conditions set out in the Scheme Document, including the sanction
of the Court.
If the Scheme is sanctioned as outlined above, it is expected
that the last day of dealings in, and registration of transfers of,
Hunters Shares on AIM is expected to be the Business Day
immediately prior to the Effective Date, following which Hunters
will make an application to the London Stock Exchange for
suspension of dealings in Hunters Shares on AIM with effect by 7.30
a.m. on the Effective Date.
It is intended that the cancellation of admission of the Hunters
Shares to trading on AIM will take effect at 7.00 a.m. on 22 March
2021. In addition, on 19 March 2021, entitlements to Hunters Shares
held within the CREST system will be cancelled and share
certificates in respect of Scheme Shares will cease to be valid and
should, if so requested by Hunters, be sent to Hunters for
cancellation. The Special Resolution to be proposed at the Hunters
General Meeting also provides for the re-registration of Hunters as
a private company conditional on the Scheme becoming Effective.
Information for Hunters Shareholders
If you have any questions about this Announcement, the Scheme
Document, the Court Meeting or the Hunters General Meeting, or are
in any doubt as to how to appoint a proxy, please call Hunters'
Registrar, Neville Registrars, on 0121 585 1131. For questions
regarding the Virtual Meeting Platform, please call Hunters'
Registrar between 9.00 a.m. and 5.00 p.m. Monday to Friday (except
UK public holidays) on 0121 585 1131. Calls from outside the UK
will be charged at the applicable international rate. Different
charges may apply to calls from mobile telephones. Please note that
calls may be monitored or recorded and Hunters' Registrar cannot
provide advice on the merits of the Acquisition or the Scheme or
give any financial, legal or tax advice.
Enquiries:
Hunters Property plc
Glynis Frew - Chief Executive
Ed Jones - Chief Financial Officer 01904 756 197
SPARK Advisory Partners Limited (Hunters'
Financial Adviser and Nominated Adviser)
Andrew Emmott 0113 370 8971
Dowgate Capital Limited (Hunters' Corporate
Broker)
James Serjeant 020 3903 7715
The Property Franchise Group plc
Gareth Samples, Chief Executive Officer
David Raggett, Chief Financial Officer 01202 405549
Cenkos Securities plc (The Property Franchise
Group's Financial Adviser and Nominated
Adviser)
Max Hartley
Callum Davidson 0207 397 8900
Alma (The Property Franchise Group's PR
advisers)
Susie Hudson
Justine James
Harriet Jackson 0203 405 0209
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following is an indicative timetable only and sets out the
expected dates for implementation of the Scheme and may be subject
to change.
All times shown in this Announcement are London times unless
otherwise stated.
Event Time and/or date
2021
Publication of the Scheme Document 10 February
Voting Record Time for the Court Meeting 6:00 p.m. on 3 March (3)
and the General Meeting
Latest time for receipt of Forms of
Proxy for:
Court Meeting (blue Form of Proxy) 10:30 a.m. on 3 March (1)
General Meeting (white Form of Proxy) 11:00 a.m. on 3 March (2)
TPFG General Meeting 11:00 a.m. on 3 March
Court Meeting 10:30 a.m. on 5 March
General Meeting 11:00 a.m. on 5 March (4)
Record Date for Special Dividend 5 March
Payment date for Special Dividend 12 March
Scheme Sanction Hearing (to sanction 16 March (5)
the Scheme)
Last day of dealings in, and registration 18 March (5)
of transfers, and disablement in CREST
of, Hunters Shares
Scheme Record Time 6:00 p.m. on 18 March (5)
Hunters Shares suspended from trading 7.30 a.m. on 19 March (5)
Effective Date of the Scheme 19 March (5)
Cancellation of admission of Hunters 7.00 a.m. on 22 March (5)
Shares on AIM
Admission of the New TPFG Shares on 8.00 a.m. on 22 March (5)
AIM
Crediting of New TPFG Shares to CREST within 14 days after the
accounts in respect of Scheme Shares Effective Date
held in uncertificated form
Latest date for CREST accounts to within 14 days after the
be credited in respect of cash consideration Effective Date
and fractional cash
Latest date of despatch of share certificates within 14 days after the
for New TPFG Shares and cheques in Effective Date
respect of Scheme Shares held in certificated
form
Long Stop Date 28 May (6)
(1) It is requested that the blue Form of Proxy for the Court
Meeting be lodged not later than 10:30 a.m. on 3 March 2021 or, if
the Court Meeting is adjourned, not later than 48 hours before the
time fixed for any adjourned Court Meeting (excluding any part of
such 48 hour period falling on any day which is not a Business
Day). If the blue Form of Proxy is not lodged by this time, it may
be emailed to info@nevilleregistrars.co.uk at any time prior to the
commencement of the Court Meeting.
(2) In order to be valid, the white Forms of Proxy for the
General Meeting must be received by 11:00 a.m. on 3 March 2021 or,
if the General Meeting is adjourned, 48 hours prior to the time
fixed for the adjourned General Meeting (excluding any part of such
48 hour period falling on any day which is not a Business Day).
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6:00 p.m. on the day which is two Business Days
prior to the date of the adjourned meeting.
(4) The General Meeting will commence at 11:00 a.m. on 5 March
2021 or, if later, as soon thereafter as the Court Meeting has been
concluded or adjourned.
(5) The dates and times above are indicative only and will
depend, inter alia, on the date on which: (i) the Conditions are
either satisfied or waived (to the extent they are capable of being
waived); (ii) the Court sanctions the Scheme; and (iii) the Scheme
Court Order is delivered to the Registrar of Companies. If any of
the expected dates change, Hunters will give adequate notice of any
change by issuing an announcement through a Regulatory Information
Service and, if required by the Panel, send notice of the change(s)
to Hunters Shareholders and other persons with information rights
and, for information only, to participants in the Hunters Share
Plans. Hunters must implement the Scheme in accordance with the
expected timetable unless (i) the Hunters Board withdraws its
recommendation of the Scheme, (ii) the Hunters Board announces its
decision to propose an adjournment of the Meetings or the Scheme
Sanction Hearing, (iii) a Meeting or the Scheme Sanction Hearing is
adjourned, or (iv) any Condition is invoked in accordance with the
Takeover Code.
(6) This is the last date on which the Scheme may become
Effective unless Hunters and The Property Franchise Group agree a
later date.
Important notice
This Announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or solicitation of
any offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction, whether pursuant to this
Announcement or otherwise.
The Acquisition shall be made solely by means of the Scheme
Document which, together with the Forms of Proxy, shall contain the
full terms and Conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any acceptance or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document.
Hunters and TPFG urge Hunters Shareholders to read the Scheme
Document when it becomes available because it contains important
information relating to the Acquisition.
This Announcement does not constitute a prospectus or prospectus
exempted document.
Disclaimers
SPARK, which is authorised and regulated by the FCA, is acting
exclusively for Hunters as its financial adviser for the purposes
of Rule 3 of the Takeover Code and in relation to the Acquisition
and other matters referred to in this announcement and is not
acting for any other person in relation to such matters. SPARK will
not be responsible to anyone other than Hunters for providing the
protections afforded to clients of SPARK or for providing advice in
relation to the content of this announcement or any matter or
arrangement referred to herein.
Cenkos, which is authorised and regulated in the UK by the FCA,
is acting exclusively for The Property Franchise Group as financial
adviser in relation to the Acquisition and other matters referred
to in this announcement and is not acting for any other person in
relation to such matters. Cenkos will not be responsible to anyone
other than The Property Franchise Group for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this announcement or any matter or
arrangement referred to herein.
Overseas jurisdictions
This Announcement has been prepared in accordance with English
law, the Takeover Code, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England.
The availability of the Acquisition to Hunters Shareholders who
are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom to vote their Hunters Shares with
respect to the Scheme at the Court Meeting, or to appoint another
person as proxy to vote at the Court Meeting on their behalf, may
be affected by the laws of the relevant jurisdictions in which they
are located. Any failure to comply with the applicable 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 Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person. Further details in relation to Overseas Shareholders
will be contained in the Scheme Document.
Unless otherwise determined by TPFG or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this Announcement and any formal documentation relating to the
Acquisition 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 custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition.
Notice to US shareholders in Hunters
The Acquisition relates to the shares of an English company that
is not registered under the US Securities Exchange Act of 1933 (the
"US Exchange Act") and is being made by means of a scheme of
arrangement provided for under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules under the US Exchange Act.
The New TPFG Shares to be issued pursuant to the Scheme have not
been, nor will they be, registered under the US Securities Act or
under any relevant securities laws of any state, territory or other
jurisdiction of the United States. The New TPFG Shares to be issued
to Scheme Shareholders pursuant to the Scheme are expected to be
issued in reliance on the exemption from the registration
requirements of the US Securities Act provided by section 3(a)(10)
thereof.
Securities to be issued to Hunters Shareholders pursuant to the
Scheme generally should not be treated as "restricted securities"
within the meaning of Rule 144(a)(3) under the US Securities Act
and persons who receive securities in the Scheme (other than
"affiliates" as described in the paragraph below) may resell them
without restriction under the US Securities Act.
Under the US securities laws, persons who are or will be deemed
to be an "affiliate" (within the meaning of the Securities Act) of
Hunters or The Property Franchise Group may not resell New TPFG
Shares received pursuant to the Scheme in the United States without
registration under the US Securities Act, except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Whether a person
is an affiliate of a company for such purposes depends upon the
circumstances, but affiliates of a company can include certain
officers and directors and significant shareholders. Persons who
believe they may be affiliates of Hunters or The Property Franchise
Group should consult their own legal advisers prior to any sale of
securities received in the Scheme.
For the purposes of qualifying for the exemption from the
registration requirements of the Securities Act afforded by section
3(a)(10) thereof, Hunters will advise the Court that its
sanctioning of the Scheme will be relied upon by The Property
Franchise Group as an approval of the Scheme following a hearing on
its fairness to Hunters Shareholders, at which hearing all Hunters
Shareholders are entitled to attend in person or through counsel to
support or oppose the sanctioning of the Scheme and with respect to
which notification has been given to all Hunters Shareholders
(subject to observance of measures restricting social gatherings in
light of the COVID-19 pandemic).
Forward looking statements
This Announcement (including information incorporated by
reference into this Announcement), any oral statements made by
Hunters or The Property Franchise Group in relation to the
Acquisition and other information published by Hunters or The
Property Franchise Group may contain forward-looking statements
with respect to the financial condition, results of operations and
business of the Hunters Group, the TPFG Group and/or the Enlarged
Group and certain plans and objectives of the Hunters Board and the
TPFG Board. All statements other than statements of historical fact
included in this document may be forward-looking statements.
Without limitation, any statements preceded or followed by or that
include words such as "aim", "anticipate", "continue", "target",
"expect", "estimate", "hope", "intend", "plan", "project", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of similar substance or meaning or the negative thereof, are
forward-looking statements. Forward-looking statements include
statements relating to the following (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects of Hunters or The Property Franchise
Group or the Enlarged Group; and (ii) business and management
strategies and the expansion and growth of Hunters' or The Property
Franchise Group's or the Enlarged Group's operations and potential
synergies resulting from the Acquisition.
These statements are based on assumptions and assessments made
by the Hunters Board and/or the TPFG Board in light of their
experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe appropriate. By their nature, forward- looking statements
involve risk and uncertainty and the factors described in the
context of such forward- looking statements in this announcement
could significantly affect expected results and/or the operations
of Hunters, The Property Franchise Group or the Enlarged Group.
Except as expressly provided in this announcement, such statements
have not been reviewed by the auditors of Hunters or The Property
Franchise Group.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
you are therefore cautioned not to place reliance on these forward
looking statements which speak only as at the date of this
announcement. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
announcement. Neither Hunters nor The Property Franchise Group, nor
any of their respective members, directors, officers, employees,
advisers and any person acting on behalf of one or more of them
assumes any obligation to update or correct the information
contained in this announcement, whether as a result of new
information, future events or otherwise, except to the extent
legally required (including as required by the Takeover Code and
the AIM Rules).
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set out in this announcement since such date.
There are several factors which could cause actual results to
differ materially from those expressed in or implied by
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business acquisitions or disposals. Such statements are qualified
in their entirety by the inherent risks and uncertainties
surrounding future expectations.
No member of the Hunters Group or the TPFG Group, nor any of
their respective associates, directors, officers, employees or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. or more of any class of relevant
securities of Hunters 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) Hunters and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Takeover Code applies must be
made by no later than 3.30 p.m. (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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 Hunters 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 Takeover Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of Hunters or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of Hunters 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)
Hunters and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8 of the Takeover Code. A Dealing Disclosure by a person to whom
Rule 8.3(b) of the Takeover Code applies must be made by no later
than 3.30 p.m. (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 Hunters or a securities exchange
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by Hunters and by
any offeror and Dealing Disclosures must also be made by Hunters,
by any offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code). 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 +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.
Publication on a website
A copy of the document, together with any information
incorporated into the document by reference to another source, will
be available on the following websites by no later than 12.00 noon
on the Business Day following the date of publication of the
document, free of charge, subject to certain restrictions relating
to Restricted Overseas Persons, during the course of the
Acquisition:
-- www.hunters.com/other-services/investor-relations
-- www.thepropertyfranchisegroup.co.uk/investors
Save where expressly stated in this announcement, neither the
contents of The Property Franchise Group's website, nor those of
Hunters' website, nor those of any other website accessible from
hyperlinks on either The Property Franchise Group's or Hunters'
website are incorporated into or form part of this
announcement.
In accordance with Rule 30.3 of the Takeover Code, a person so
entitled may request a hard copy of the document (and any
information expressly incorporated into it by reference to another
source) free of charge by contacting Hunters' Registrar, Neville
Registrars, on 0121 585 1131 (or, if calling from outside the UK,
on +44 121 585 1131) between 9.00 a.m. and 5.30 p.m. Monday to
Friday (excluding bank or public holidays). You will need to state
your name and specify the address to which the hard copy should be
sent. A person may also request that all future documents,
announcements and information to be sent to that person in relation
to the Acquisition should be in hard copy form.
Calls to Hunters' Registrar number are chargeable at your
network provider's standard rate, and maybe included in your
prepaid/free national numbers. Calls to +44 121 585 1131 from
outside the UK will be charged at applicable international rates.
Calls may be recorded and randomly monitored for security and
training purposes. Please note that no advice on the Proposals or
their merits, nor any legal, taxation or financial advice, can be
given. It is important that you note that unless you make such a
request, a hard copy of the document 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 Acquisition should
be in hard copy form.
GENERAL
Right to switch to a Takeover Offer
The Property Franchise Group reserves the right, at its sole
discretion, to elect to implement the Acquisition by means of a
Takeover Offer for the entire issued and to be issued share capital
of Hunters on the same terms and conditions, so far as applicable,
as those which would apply to the Scheme subject to appropriate
amendments to the terms of the Acquisition arising from the change
of structure from a Scheme to a Takeover Offer (subject, in each
case, to Panel consent).
Times
All references to time in this announcement are to London time,
unless otherwise stated.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
SOASSAFUUEFSEIE
(END) Dow Jones Newswires
February 10, 2021 02:00 ET (07:00 GMT)
Hunters Property (LSE:HUNT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Hunters Property (LSE:HUNT)
Historical Stock Chart
From Apr 2023 to Apr 2024
