TIDMUCG

RNS Number : 1534L

United Carpets Group plc

11 January 2021

FOR IMMEDIATE RELEASE

11 January 2021

United Carpets Group Public Limited Company

("United Carpets", the "Group" or "Company")

Results of Tender Offer and timetable to De-listing

Further to the Tender Offer announced on 18 December 2020, the Directors of the Company are pleased to announce that a total of 22,447,848 Ordinary Shares were validly tendered under the Tender Offer as at the Closing Date of 3pm on 8 January 2021. It is anticipated that the Ordinary Shares tendered pursuant to the Tender Offer will be purchased for cancellation on 12 January 2021.

Following passing of the Resolutions at the General Meeting held by the Company on 5 January 2021 all conditions for the Tender Offer have been fulfilled and the Tender Offer is now unconditional.

The Tender Offer remains open for acceptances for a further 14 calendar days from the Unconditional Date to enable Shareholders who have not yet tendered their Ordinary Shares in the Tender Offer to do so if they wish. In order to do so, Shareholders must lodge their completed Tender Forms with the Company's receiving agent, Neville Registrars or submit their instructions via CREST, prior to 3pm on 25 January 2021 . The Board urges Shareholders who have not yet tendered their Ordinary Shares under the Tender Offer to carefully read the Circular - a copy of which can be found on the Company's website at www.unitedcarpetsandbeds.com . The Circular provides information on the background to, and reasons for, the Board's proposals, and explains why the Board considers those proposals to be in the best interests of the Company and Shareholders as a whole. Save where otherwise defined herein, capitalised terms and expressions used in this announcement have the meanings given to them in the Circular.

Payment of the consideration due to Qualifying Shareholders whose tender was accepted by N+1 Singer is expected to be despatched (by cheque or by a CREST payment, as appropriate) by 25 January 2021. Balance certificates will be despatched in respect of non-tendered Ordinary Shares by no later than 25 January 2021 .

De-listing

Following the approval of the proposed De-listing by Shareholders at the General Meeting on 5 January 2021, application has been made to the London Stock Exchange for the admission to trading of the Ordinary Shares to be cancelled and cancellation is now expected to take effect from at 8am on 29 January 2021.

 
 Enquiries: 
  United Carpets Group plc 
  Paul Eyre, Chief Executive 
  Ian Bowness, Finance Director          01709 732 666 
 N+1 Singer (NOMAD and Sole Broker) 
  Rick Thompson/Will Goode             020 7496 3000 
 Novella Communications Ltd 
  Tim Robertson 
  Fergus Young                         020 3151 7008 
 

Important Notices

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company in relation to the proposals outlined in this announcement and will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or any matter, transaction or arrangement referred to herein. The responsibilities of N+1 Singer as the Company's nominated adviser and broker under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, Shareholder or any other person. N+1 Singer is not making any representation or warranty, express or implied, as to the contents of this announcement.

Notice for US Shareholders

The Tender Offer relates to securities in a non-US company which is registered in the UK and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the United States in certain material respects. This announcement has been prepared in accordance with UK style and practice for the purpose of complying with English law and the AIM Rules, and US Shareholders should read the entire Circular, including Part II. The financial information relating to the Company, which is available for review on the Company's website, has not been prepared in accordance with generally accepted accounting principles in the United States and thus may not be comparable to financial information relating to US companies.

The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act. The Tender Offer will be extended into the United States in accordance with the requirements of Regulation 14E under the US Exchange Act to the extent applicable. Certain provisions of Regulation 14E under the US Exchange Act are not applicable to the Tender Offer by virtue of Rule 14d-1(c) under the US Exchange Act. US Shareholders should note that the Ordinary Shares are not listed on a US securities exchange and the Company is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder.

It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the United States and all of its officers and directors reside outside the US. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.

The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US person may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Shareholder is urged to consult his, her or its independent professional adviser immediately regarding the tax consequences of tendering any Ordinary Shares in the Tender Offer. To the extent permitted by applicable law and in accordance with normal UK practice, the Company, N+1 Singer or any of their respective affiliates, may make certain purchases of, or arrangements to purchase, Ordinary Shares outside the United States during the period in which the Tender Offer remains open for participation, including sales and purchases of Ordinary Shares effected by N+1 Singer acting as market maker in the Ordinary Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the US Exchange Act by virtue of Rule 14e-5(b)(10) thereunder, such purchases, or arrangements to purchase, must comply with applicable English law and regulation, including the AIM Rules, and the relevant provisions of the US Exchange Act. Any information about such purchases will be disclosed as required in the UK and the United States and, if required, will be reported via a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

While the Tender Offer is being made available to Shareholders in the United States, the right to tender Ordinary Shares is not being made available in any jurisdiction in the United States in which the making of the Tender Offer or the right to tender such Ordinary Shares would not be in compliance with the laws of such jurisdiction.

This announcement has not been approved, disapproved or otherwise recommended by the US Securities and Exchange Commission or any US state securities commission and such authorities have not confirmed the accuracy or determined the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

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, 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 website

A copy of this announcement will, subject to certain restrictions relating to persons resident in restricted jurisdictions, be available on the Company's website at www.unitedcarpetsandbeds.com by no later than 12 noon on the Business Day following the date of this announcement. For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

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January 11, 2021 02:00 ET (07:00 GMT)

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