TIDMLUCE
RNS Number : 3533A
Luceco PLC
22 January 2024
22 January 2024
Agreed changes to Concert Party
Luceco plc ("Luceco" or the "Company"), the supplier of wiring
accessories, EV chargers, LED lighting, and portable power
products, provides an update in relation to its IPO Concert Party
(as defined below).
Under the City Code on Takeovers and Mergers (the "Code")
published by the Panel on Takeovers and Mergers (the "Panel"), a
concert party arises where persons who, pursuant to an agreement or
understanding (whether formal or informal), co-operate to obtain or
consolidate control (as defined in the Code) of a company or to
frustrate the successful outcome of an offer for a company.
Certain persons will be presumed, as set out in the Definitions
in the Code, to be persons acting in concert with other persons in
the same category unless the contrary is established, including
shareholders in a private company who, following the
re-registration of that company as a public company in connection
with an initial public offering or otherwise, become shareholders
in a company to which the Code applies.
In its prospectus dated 17 October 2016, Luceco stated that it
had agreed with the Panel that a concert party (the "IPO Concert
Party") existed in relation to the Company, including certain
shareholders in the Company prior to the IPO. As at 31 December
2023, being the date of the Company's most recent share register
analysis, the IPO Concert Party held 46.14% of the shares in
Luceco, meaning none of the IPO Concert Party may purchase shares
in Luceco without triggering an obligation under Rule 9 of the Code
to make an offer for the whole of its issued share capital in cash
at the highest price paid by a member of the IPO Concert Party for
shares in the Company during the 12 months prior to the
announcement of that offer.
The Company has now agreed with the Panel that the IPO Concert
Party is no longer itself a single concert party, but now comprises
two separate concert parties which are distinct and independent for
the purposes of the Code.
The two new concert parties are:
1. the "Hornby Group", comprising Mr John Hornby, the Company's
Chief Executive Officer, certain of his family members and an
investment vehicle associated with Mr John Hornby and his family,
which has an aggregate interest in the Company's shares carrying
voting rights of approximately 18.13%; and
2. the "Epic Group", comprising ESO Investments 2 Limited and Mr
Giles Brand, which has an aggregate interest in the Company's
shares carrying voting rights of approximately 28.01%.
The members of these two groups, including their beneficial
interests in ordinary shares in the Company, are as follows:
1. The Hornby Group
Number of % of issued
Shareholder Shares share capital
Mr John Hornby 12,553,412 7.81%
------------ ---------------
Mrs Philippa Hornby 3,400,000 2.11 %
------------ ---------------
Ms Clara Hornby 100,000 0.06 %
------------ ---------------
Ms Isla Hornby 100,000 0.06 %
------------ ---------------
Deanmor Investments 13,000,000 8.09 %
------------ ---------------
Total 29,153,412 18.13 %
------------ ---------------
As at 31st December 2023
2. The Epic Group
Number of % of issued
Shareholder Shares share capital
ESO Investments 2 Limited 35,564,260 22.12 %
------------ ---------------
Giles Brand 9,466,919 5.89 %
------------ ---------------
Total 45,031,179 28.01 %
------------ ---------------
As at 31st December 2023
Should they so wish, the individual members of these concert
parties would now each be able to acquire further shares in the
Company without triggering an obligation under Rule 9 of the Code
to make an offer for the whole of its issued share capital,
provided such acquisitions do not cause the aggregate interest of
their respective concert party to reach or exceed 30 per cent. of
the Company's issued share capital.
Luceco plc Contact
============================= =======================
John Hornby, Chief Executive 020 3128 8100 (Via MHP)
Officer
Will Hoy, Chief Financial 020 3128 8100 (Via MHP)
Officer
Contact
MHP
============================= =======================
Tim Rowntree 020 3128 8100
Ollie Hoare 020 3128 8100
Note to Editors
Luceco plc - Bringing Power To Life
Luceco plc (LSE:LUCE) is a supplier of wiring accessories, EV
chargers, LED lighting, and portable power products.
For more information, please visit www.lucecoplc.com .
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END
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