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RNS Number : 5629B
Sanne Group PLC
11 June 2021
Sanne Group plc
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
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE,
NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE
11 June 2021
Sanne Group plc
("Sanne" or the "Company")
Further Possible Cash Offer from Cinven and PUSU Extension
The Board of Sanne confirms it has received a fifth unsolicited,
non-binding proposal from Cinven regarding a possible all cash
offer at a price of 875 pence per share.
The Board confirms it has consequently decided to enter into
discussions with Cinven and therefore, in accordance with Rule
2.6(c) of the Code, the Company has requested, and the Takeover
Panel has consented to, an extension to the date by which Cinven is
required either to announce a firm intention to make an offer for
Sanne in accordance with Rule 2.7 of the Code or to announce that
it does not intend to make an offer, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code
applies. Such announcement must now be made by not later than
5.00pm on 9 July 2021. This deadline can be extended by the Board
of Sanne, with the consent of the Takeover Panel.
There can be no certainty that any offer will be made, nor as to
the terms of any such offer. A further announcement will be made if
and when appropriate.
This statement is being made by Sanne without the prior
agreement or approval of Cinven.
Enquiries:
Sanne Group plc
Martin Schnaier, Chief Executive Officer
James Ireland, Chief Financial Officer +44 (0) 20 3327 9720
J.P. Morgan Cazenove (Joint Financial
Adviser & Joint Corporate Broker)
Nicholas Hall
Jeremy Capstick
Celia Murray +44 (0) 20 7742 4000
Jefferies International Limited (Joint
Financial Adviser & Joint Corporate
Broker)
Philip Noblet
Daniel Frommelt
Simon Hardy +44 (0) 20 7029 8000
Tulchan Communications LLP (Media Relations)
Tom Murray
Harry Cameron +44 (0) 20 7353 4200
Important notices
This announcement is not intended to, and does not, constitute
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 release, distribution or publication of this announcement in
jurisdictions outside the United Kingdom may be restricted by laws
of the relevant jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about,
and observe, any such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities law of
any such jurisdiction.
Disclaimer
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove, ("J.P. Morgan Cazenove")
and which is authorised by the Prudential Regulation Authority (the
"PRA") and regulated in the UK by the Financial Conduct Authority
(the "FCA") and the PRA, is acting as financial adviser exclusively
for Sanne and no one else in connection with the matters set out in
this announcement and will not regard any other person as its
client in relation to the matters set out in this announcement and
shall not be responsible to anyone other than Sanne for providing
the protections afforded to clients of J.P. Morgan or its
affiliates, nor for providing advice in connection with any matter
or arrangement referred to herein.
Jefferies International Limited, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Sanne and no one else in connection with
the possible offer and will not be responsible to anyone other than
Sanne for providing the protections afforded to clients of
Jefferies International Limited nor for providing advice in
relation to the possible offer or any other matters referred to in
this announcement. Neither Jefferies International Limited nor any
of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Jefferies International Limited in connection with
this announcement, any statement contained herein or otherwise.
Relevant securities in issue
In accordance with Rule 2.9 of the Code, Sanne confirms that as
at the date of this announcement, it has 162,277,287 ordinary
shares of 1 pence each in issue and admitted to trading on the main
market of the London Stock Exchange. 98,533 shares are held in
Treasury. The total number of voting rights in the Company is
therefore 162,178,754. The International Securities Identification
Number ("ISIN") for Sanne's ordinary shares is JE00BVRZ8S85.
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.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available on the Company's website
(www.sannegroup.com) no later than 12 noon (London time) on the
Business Day following the date of this Announcement. 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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