TIDMTHG
RNS Number : 1798M
Candy Ventures Sarl
19 May 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART 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 OF A POSSIBLE OFFER FALLING UNDER RULE
2.4 OF THE UK 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 FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER
MIGHT BE MADE.
FOR IMMEDIATE RELEASE
19 May 2022
Statement regarding THG PLC
Following the recent press speculation regarding THG plc ("THG"
or the "Company"), Candy Ventures Sarl ("Candy Ventures") confirms
that it is in the very early stages of considering a possible offer
for the entire issued and to be issued share capital of the
Company.
There can be no certainty that any offer will be made, nor as to
the terms of any such offer.
In accordance with Rule 2.6(a) of the Code, Candy Ventures must,
by not later than 5.00 p.m. on 16 June 2022, either announce a firm
intention to make an offer for the Company in accordance with Rule
2.7 of the Code or 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. This deadline will
only be extended with the consent of the Panel in accordance with
Rule 2.6(c) of the Code.
A further announcement will be made in due course.
Enquiries:
BofA Securities (Financial Adviser to Candy Ventures) +44 (0) 20
7628 1000
Geoff Iles
Duncan Stewart
Chris Wood
Matthew Bancroft
Important information
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or solicitation of
an 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 distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Merrill Lynch International ("BofA Securities"), which is
authorised by the Prudential Regulation Authority ("PRA") and
regulated by the Financial Conduct Authority ("FCA") and the PRA in
the United Kingdom, is acting as financial adviser exclusively for
Candy Ventures and for no one else and will not be responsible to
anyone other than Candy Ventures for providing the protections
afforded to its clients or for providing advice in relation to the
matters referred to in this announcement. Neither BofA Securities,
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 BofA Securities in connection with this
announcement, any statement contained herein or otherwise.
Website publication
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, on the website www.candyventures.lu by no later than
noon (London time) on the business day following this announcement.
The content of this website is not incorporated into and does not
form part of this announcement.
Inside information
The information contained within this announcement is deemed by
Candy Ventures to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No.596/2014. Upon the publication
of this announcement via a Regulatory Information Service, this
inside information is now considered to be in the public
domain.
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.
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END
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