Commencement of formal sale process (5165O)
September 19 2011 - 11:42AM
UK Regulatory
TIDMAXN
RNS Number : 5165O
Alexon Group PLC
19 September 2011
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 OR REGULATIONS OF THAT
JURISDICTION.
This announcement is not an announcement of a firm intention to
make an offer under Rule 2.7 of the City Code on Takeovers and
Mergers (the "Code") and there can be no certainty that an offer
will be made, nor as to the terms on which any offer will be
made.
19 September 2011
FOR IMMEDIATE RELEASE
Alexon Group plc
Commencement of formal sale process for the purposes of the
Code
and update on other proposals
On 5 September 2011, Alexon Group plc (the "Company" or,
together with its subsidiaries, the "Group") announced that it
continued to explore a number of options to put in place a more
appropriate capital structure and that one of those options
included a possible offer for the issued share capital of the
Company. The Company also announced that it was in discussions with
more than one party.
Whilst the Company continues to explore a number of options, it
has agreed with the Panel that its process to seek potential
offerors for the entire issued and to be issued share capital of
the Company can be conducted by way of a formal sale process for
the purposes of the Code.
Accordingly, the Panel has granted a dispensation from the
requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code as they
will apply from 19 September 2011 such that any interested party
participating in the formal sale process will not be required to be
publicly identified as a result of this announcement and will not
be subject to the 28 day deadline referred to in Rule 2.6(a), for
so long as it is participating in the formal sale process.
Interested parties should note Rule 21.2 of the Code as it will
apply from 19 September 2011, which will prohibit any form of
inducement fee or other offer-related arrangement, and that the
Company has not requested any dispensation from this prohibition
under Note 2 of Rule 21.2 at this stage.
The Company is conducting the formal sale process in the
following manner. Interested parties who have approached the
Company have been required to enter into a non-disclosure agreement
with the Company on reasonable terms satisfactory to the Board
before being permitted to participate in the process. Information
on the Company has been made available to all participants who have
entered into such non-disclosure agreements by way of access to a
dataroom. Indicative proposals to acquire the issued share capital
of the Company were requested by Friday 16 September and as at that
date one such proposal was received which the Board is currently
reviewing before determining the next stage of the sale process.
This proposal is at a significant discount to the current share
price. Interested parties taken forward to the next stage will be
given access to additional information and management before being
asked to submit a final proposal as soon as possible.
Interested parties are invited to contact Investec Investment
Banking (contact details are set out below). The Board reserves the
right to alter any aspect of the sale process as outlined above or
to terminate it at any time and in such cases will make an
announcement as appropriate.
The Board reserves the right to reject any approach or terminate
discussions with any interested party or participant at any time.
There can be no certainty that any offer will be made for the
Company, or even proposed, or as to the level of any proposal or
offer that may be made.
As at 16 September 2011, the Group's net debt was GBP12.9
million. Whilst the Group is exploring its options to put in place
a more appropriate capital structure, the Group is currently
operating with limited headroom against its existing facilities and
accordingly there is a clear requirement for additional funding in
the short term as it enters the seasonal peak in working capital
requirements.
In the light of this, the Company has also invited and received
indicative proposals to acquire one or more of the Group's brands
or provide alternative debt financing from a number of trade and
financial parties. These proposals are currently being considered
by the Board and the Company's advisers.
The Company is in constructive discussions with its lender,
Barclays, who are supportive of the Company's process and timetable
to address the capital structure.
Further announcements will be made as appropriate.
Enquiries:
Brunswick Group LLP
Simon Sporborg / Zoe Bird 020 7404 5959
Investec Investment Banking
James Rudd / Duncan Williamson 020 7597 5970
A copy of this announcement will be available at
www.alexongroup.co.uk. The content of the website referred to in
this announcement is not incorporated into and does not form part
of this announcement.
Investec Investment Banking (which is authorised and regulated
in the United Kingdom by the Financial Services Authority) is
acting exclusively for the Company and for no one else in
connection with any possible offer and will not be responsible to
anyone other than the Company for providing the protections
afforded to Investec clients nor for providing advice in relation
to any possible offer or any other matters referred to in this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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