TIDMBMR
RNS Number : 2224Q
BMR Group PLC
25 November 2016
25 November 2016
BMR Group PLC ("BMR" or the "Company")
Statement re. Possible Offer and Rule 2.9 announcement
The Board of BMR notes the announcement made by Metal Tiger plc
("Metal Tiger"). The Board confirms that it has made an indicative
offer for Metal Tiger ("the Indicative Offer"). This process is at
an early stage and there can be no certainty that a formal offer
will be made for Metal Tiger. Alex Borrelli, Chairman and Chief
Executive of BMR, is also Chief Executive of Metal Tiger.
The Indicative Offer is an all share offer whereby it is
proposed that Metal Tiger shareholders will receive 0.231 BMR
shares for every 1 Metal Tiger share that they own. Based on the
closing share prices of Metal Tiger and BMR as at 24 November 2016,
the Indicative Offer represents a discount to the closing price of
Metal Tiger shares on 24 November 2016.
Rule 2.6(a) of the City Code on Takeovers and Mergers (the
"Takeover Code"), requires that BMR, by not later than 5.00 p.m. on
23 December 2016 (the "relevant deadline"), either announces a firm
intention to make an offer for Metal Tiger in accordance with Rule
2.7 of the Takeover Code or announces that it does not intend to
make an offer. In the latter case, the announcement will be treated
as a statement to which Rule 2.8 of the Takeover Code applies.
The relevant deadline will cease to apply to BMR if another
offeror announces, prior to the relevant deadline, a firm intention
to make an offer for the Company. In such circumstances, BMR will
be required to clarify its intentions in accordance with Rule
2.6(d) of the Takeover Code.
This does not constitute an announcement of a firm intention to
make an offer under Rule 2.7 of the Takeover Code. There can be no
certainty that an offer will be made.
A further announcement will be made as and when appropriate.
Rule 2.9
In accordance with Rule 2.9 of the Takeover Code, the Company
confirms that it has 183,085,459 ordinary shares of 0.01 pence each
in issue. The ISIN reference for these securities is
GB00BWV0F181.
For further information:
BMR Group PLC 020 7734 7282
Tony Gardner-Hillman, Independent Director
WH Ireland Limited 020 7220 1666
NOMAD and Joint Broker
Chris Fielding, Head of Corporate Finance
Katy Mitchell, Director
Nick Prowting, Manager
Peterhouse Corporate Finance 020 7469 0930
Joint Broker
Lucy Williams/ Duncan Vasey/ Heena Karani
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
WH Ireland Limited, which is regulated in the United Kingdom by
The Financial Conduct Authority is acting for the Company in
relation to the matters described in this announcement and is not
advising any other person, and accordingly will not be responsible
to anyone other than the Company for providing the protections
afforded to customers of WH Ireland Limited or for providing advice
in relation to the matters described in this announcement.
The directors of BMR accept responsibility for the information
contained in this announcement. To the best of their knowledge and
belief (having taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which
they are responsible is in accordance with the facts and does not
omit anything likely to affect the import of such information.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities 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.
Disclosure requirements of the Takeover 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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