TIDMAMR
RNS Number : 3849C
Hawk Investment Hldgs Ltd
16 January 2015
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.
16 January 2015
MANDATORY CASH OFFER
FOR
ARMOUR GROUP PLC
BY
HAWK INVESTMENT HOLDINGS LIMITED
POSTING OF OFFER DOCUMENT
On 24 December 2014, Hawk confirmed that it would make a
mandatory cash offer under Rule 9 of the City Code to acquire the
entire issued and to be issued share capital of Armour not already
owned by it or by parties acting in concert with it (the
"Offer").
The Offer Document containing the full terms of, and condition
to, the Offer, is today being posted to Armour Shareholders,
together (where applicable) with the related Form of Acceptance (in
respect of Armour shares held in certificated form). The Offer
Document incorporates a letter to Armour Shareholders from the
Independent Director of Armour setting out his recommendations and
opinions relating to the Offer.
The Offer will remain open for acceptance until 1.00 p.m.
(London time) on 6 February 2015.
Full details of the procedure for accepting the Offer are set
out in the letter from Hawk to Armour Shareholders in Part I of the
Offer Document and are summarised below.
To accept the Offer in respect of Armour Shares held in
certificated form (that is, not in CREST), Armour Shareholders must
complete the Form of Acceptance in accordance with the instructions
printed on it and in paragraph 12.1 of the letter from Hawk to
Armour Shareholders set out in Part I of the Offer Document, and
return it (along with any appropriate share certificate(s) and/or
other document(s) of title) using the accompanying reply-paid
envelope (for use within the UK only) as soon as possible and, in
any event, so as to be received by Capita Asset Services by 1.00
p.m. (London time) on 6 February 2015. Additional Forms of
Acceptance can be obtained by contacting Capita Asset Services on
telephone number 0871 664 0321 (or, if telephoning from outside the
UK, on telephone number +44 20 8639 3399).
To accept the Offer in respect of Armour Shares held in
uncertificated form (that is, in CREST), Armour Shareholders should
follow the procedure for electronic acceptance through CREST in
accordance with the instructions set out in paragraph 12.2 of the
letter from Hawk to Armour Shareholders set out in Part I of the
Offer Document so that a TTE Instruction settles as soon as
possible and, in any event, no later than 1.00 p.m. (London time)
on 6 February 2015. If Armour Shareholders hold their Armour Shares
as a CREST sponsored member, they should refer to their CREST
sponsor as only their CREST sponsor will be able to send the
necessary TTE instruction to CREST.
General
Capitalised terms used but not defined in this announcement have
the same meanings as given to them in the Offer Document.
A copy of this announcement, the Offer Document and the Form of
Acceptance will be made available, subject to certain restrictions
relating to persons resident in any Restricted Jurisdiction, on the
website of Armour at www.armourgroup.uk.com until the end of the
Offer Period. For the avoidance of doubt, the contents of the
website referred to above are not incorporated into and do not form
part of this announcement.
Enquiries
Hub Capital Partners Limited - Financial Adviser to Hawk - David
Davies
80 Coleman Street, London EC2R 5BJ
Telephone: (+44) (0) 20 7653 8740
.....................................................................................................................................................................
finnCap Limited - Financial Adviser to Armour - Geoff Nash
60 New Broad Street, London EC2M 1JJ
Telephone: (+44) (0) 20 7220 0500
.....................................................................................................................................................................
Hub Capital Partners Limited is acting exclusively as financial
adviser to Hawk and no one else in connection with the Offer and
will not be responsible to anyone other than Hawk for providing the
protections afforded to clients of Hub Capital Partners Limited nor
for giving advice in relation to the Offer or any matter or
arrangement referred to in this announcement.
finnCap Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Armour and no one else in connection with the Offer and will
not be responsible to anyone other than Armour for providing the
protections afforded to clients of finnCap Limited nor for giving
advice in relation to the Offer or any matter or arrangement
referred to in this announcement.
SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER
TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER IS BEING MADE SOLELY
BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND
CONDITIONS OF THE OFFER, AND IN THE CASE OF ARMOUR SHARES HELD IN
CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN
RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER DOCUMENT.
The availability of the Offer and the release, publication and
distribution of this announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person. Copies of this
announcement and any formal documentation relating to the Offer are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents
(including, without limitation, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send them in,
into or from any Restricted Jurisdiction.
The Offer is being made for the securities of a UK company and
is subject to UK disclosure requirements, which are different from
those in the United States. The financial information included in
the Offer Document has been prepared in accordance with accounting
standards applicable in the United Kingdom and thus may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
The Offer is being made in the United States pursuant to
applicable UK tender offer rules and securities laws and otherwise
in accordance with the requirements of the Code. Accordingly, the
Offer is subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments that are different
from those applicable to tender offers made in accordance with US
procedures and law.
The Offer is being made for the securities of a UK company and
is subject to UK disclosure requirements, which are different from
those in the United States. The financial information included in
the Offer Document has been prepared in accordance with accounting
standards applicable in the United Kingdom and thus may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
It may be difficult for Armour Shareholders in the US to enforce
their rights and any claim arising out of the US federal securities
laws since Hawk and Armour are located in non-US jurisdictions, and
some or all of their officers and directors may be residents of
non-US jurisdictions. US Armour Shareholders may not be able to sue
a non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
the judgment of a US court.
In accordance with the Code and normal UK market practice and
pursuant to Rule 14e-5(b)(10) under the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act"), Hawk or its
nominees or brokers (acting as agents) may from time to time make
certain purchases of, or arrangements to purchase, Shares outside
the United States, otherwise than pursuant to the Offer, before or
during the period in which the Offer remains open for acceptance,
such as in open market purchases at prevailing prices or privately
negotiated purchases at negotiated prices. In the event that Hawk
or its nominees or brokers (acting as agents) purchase or make
arrangements to purchase Shares for a higher price than the Offer
Price, the Offer Price will be increased to match the higher price
paid outside the Offer. Such purchases, or arrangements to
purchase, will comply with all applicable United Kingdom rules,
including the Code and the AIM Rules. These purchases may occur in
the open market or as privately negotiated transactions. Any
information about such purchases which is required to be made
public in the United Kingdom pursuant to the Code will be reported
to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.
Neither the US Securities and Exchange Commission nor any
securities commission of any state or other jurisdiction of the
United States has approved or disapproved of the Offer Document or
determined whether such document is accurate or complete. Any
representation to the contrary is a criminal offence
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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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 p.m. (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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