TIDMAMR
RNS Number : 2311A
Armour Group PLC
18 December 2014
Armour Group plc ('Armour' or the 'Company')
Mandatory offer for Armour to follow
Statement regarding mandatory offer under Rule 9 of the City
Code on Takeovers & Mergers (the 'City Code').
The Company has been notified that A.L.R ("Bob") Morton and
persons considered to be acting in concert with him, namely his
sons, Edward Morton, Charles Morton, Robert Morton and Andrew
Morton ("the Concert Party"), have in aggregate increased their
interests in the Company and now hold 45,186,582 shares in
aggregate, representing approximately 46.6 per cent. of the voting
rights in the Company.
Under Rule 9 of the City Code, any person, who acquires an
interest (as defined in the City Code) in shares, which taken
together with shares in which he is already interested and in which
persons acting in concert with him are interested, carry 30 per
cent. or more of the voting rights of a company which is subject to
the City Code, is normally required to make a general offer to all
the remaining shareholders to acquire their shares.
Hawk Investment Holdings Limited ("Hawk") has confirmed to the
Company that as a result of the acquisition of shares in Armour,
and as required under Rule 9 of the City Code, it will be making a
mandatory offer to all Armour shareholders (other than those in the
Concert Party) to acquire their shares at a price of 4.75 pence per
share in cash.
This announcement is not an announcement of a firm intention to
make an offer under Rule 2.7 of the City Code but a mandatory offer
will follow and the Board of Armour recommends that shareholders
take no action. A further announcement will be made in due
course.
Hawk has consented to the release of this announcement.
Enquiries:
For further information please visit www.armourgroup.uk.com or
contact:
Armour Group plc Tel: 01634 673172
Mark Wilson, Finance
Director
finnCap Limited Tel: 0207 220 0500
Geoff Nash
Grant Bergman
Stephen Norcross (Broking)
Important Notes
This Announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer will be made solely by means
of an offer document and a form of acceptance, which will contain
the full terms and conditions of the Offer, including details of
how the Offer may be accepted. Any decision in respect of, or other
response to, the Offer should be made only on the basis of the
information contained in those documents.
Important notice to overseas shareholders
The release, publication or distribution of this Announcement is
not being made, directly or indirectly, in, into or from any
jurisdiction where to do so would violate the laws in that
jurisdiction (each a "Restricted Jurisdiction"), and the Offer is
not capable of acceptance from or within a Restricted Jurisdiction.
Accordingly, copies of this Announcement are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement (including custodians, nominees
and trustees) must not mail or otherwise distribute or send it in,
into or from such jurisdictions. The availability of the Offer to
[Armour Group plc] Shareholders who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions
in which they are resident. Such persons should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdictions.
Rule 2.10 Disclosures
In accordance with Rule 2.10 of the Code, Armour Group plc
confirms that as at the date of this announcement, it has in issue
97,051,496 ordinary shares of one pence each. The International
Securities Identification Number (ISIN) of the ordinary shares is
GB0000496611.
Disclosure requirements of the City Code (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
In accordance with Rule 30.4 of the Code, a copy of this
Announcement, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, will be available free of
charge on Armour's website at: www.armourgroup.uk.com by no later
than 12 noon (London time) on 19 December 2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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