Arden Partners plc Possible offer by Dolphin for FIH Group (5261Z)
March 15 2017 - 4:21AM
UK Regulatory
TIDMARDN TIDMFIH
RNS Number : 5261Z
Arden Partners plc
15 March 2017
15 March 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS 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 FIRM OFFER WILL BE
MADE.
Dolphin Fund Limited ("Dolphin")
Possible offer for FIH Group plc ("FIH")
Dolphin announces that it has written to the Board of FIH to
request information to enable it to evaluate making a cash offer,
at a significant premium to the current offer by Staunton Holdings
Limited ("Staunton") of 300 pence, for the issued and to be issued
share capital of FIH not already owned by Dolphin.
Dolphin wishes to enter into a constructive dialogue with FIH
and its major shareholder with a view to making a recommended offer
in due course. Dolphin is announcing this proposal as a means to
encourage and to further this process.
Dolphin urges FIH shareholders not to take any action with
regard to the offer by Staunton until further notice.
Dolphin (together with its associated entities) holds 315,609
ordinary shares in FIH, representing 2.54 per cent. of FIH's voting
rights. Any offer, if made, would be made by Dolphin or its
associated entities. Dolphin does not currently intend to accept
the offer made by Staunton.
Further announcements will be made in due course.
ENQUIRIES:
Consultores VC Uruguay (investment Tel: + 59 82 2518 2218
manager for Dolphin Fund Limited)
Olga Stirling
Arden Partners plc (Financial Tel: + 44 (0) 20 7614 5900
adviser to Dolphin)
Chris Hardie
Ciaran Walsh
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.
Additional information
Arden Partners plc ("Arden") is regulated in the United Kingdom
by the Financial Conduct Authority and is acting exclusively for
Dolphin and no one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other
than Dolphin for providing the protections afforded to clients of
Arden, or for providing advice in connection with the contents of
this announcement or any other matter referred to in this
announcement.
Publication on Website
A copy of this announcement will be made available at
www.arden-partners.com no later than 12.00 noon (London time) on 16
March 2017 (being the business day following the date of this
announcement) in accordance with Rule 26.1(a) of the Code. The
content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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