TIDMMUL
RNS Number : 9425F
Mulberry Group PLC
20 November 2020
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF
THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THIS
ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN
BE NO CERTAINTY THAT ANY OFFER WILL BE MADE
20 November 2020
Mulberry Group plc ("Mulberry")
Commencement of Offer Period
Rule 2.9 Disclosure
The board of Mulberry (the "Board") notes the announcement
released yesterday by Frasers Group plc ("Frasers") and that:
-- following the acquisition of a further 4,335,720 Mulberry
ordinary 5 pence shares ("Ordinary Shares"), Frasers now holds
interests in 22,121,948 Ordinary Shares, representing 36.82 per
cent of the issued Ordinary Shares and contracts for differences
relating to a further 27,489 Ordinary Shares;
-- due to a dispensation granted to Frasers by the Panel on
Takeovers and Mergers under Note 5(b) on the Notes on Dispensations
from Rule 9 of the Code, Frasers acquisition of additional Ordinary
Shares does not give rise to an obligation for Frasers to make a
mandatory cash offer under Rule 9 of the Code;
-- Frasers has reserved the right to make a voluntary offer for
the Company and is now in a 28 day "put up or shut up" period in
accordance with Rule 2.6 (a) of the Code.
The Board also notes that there can be no certainty that an
offer will be made by Frasers for the Ordinary Shares in which it
is not already interested nor as to the terms on which any such
offer may be made.
As a consequence of Frasers' announcement, the Company is now in
an "offer period" in accordance with the Code and that the dealing
disclosure requirements noted below will apply.
A further announcement will be made by Mulberry as and when
appropriate.
Rule 2.9 of the Code:
In accordance with Rule 2.9 of the Code, Mulberry confirms that
it has 60,077,458 Ordinary Shares in issue and admitted to trading
on the AIM Market of the London Stock Exchange. The ISIN reference
for the Ordinary Shares is GB0006094303.
Enquiries:
Mulberry Group plc Tel: +44 (0) 20 7605
Charles Anderson (Group Finance Director) 6793
GCA Altium (Financial Adviser and Tel: +44 (0) 20 7484
NOMAD) 4040
Tim Richardson
Headland (Public Relations) Tel: +44 (0) 20 3805
4822
Lucy Legh / Jane Glover
Barclays (Broker) Tel: +44 (0) 20 3134
9801
Nicola Tennent
Important notice:
GCA Altium Limited ("GCA Altium"), which is authorised and
regulated in the UK by the Financial Conduct Authority, is acting
exclusively for Mulberry and no one else in connection with the
matters set out in this announcement. In connection with such
matters, GCA Altium will not regard any other person as its client,
nor will it be responsible to any other person for providing the
protections afforded to clients of GCA Altium or for providing
advice in relation to the contents of this announcement or any
other matter referred to herein.
Dealing disclosure requirements of the Code:
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any paper 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) of the 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 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 1per cent. 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,
save to the extent that these details have previously been
disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the 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 an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
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 of
the 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 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.
Publication on website:
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available (subject to certain
restrictions relating to persons resident in restricted
jurisdictions) at https://www.mulberry.com/gb/investor-relations
The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
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END
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