TIDMHRN
RNS Number : 2147L
Phoenix Asset Management Partners L
17 July 2017
ANNOUNCEMENT - FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE USA, CANADA, AUSTRALIA, JAPAN OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION
17 July 2017
MANDATORY UNCONDITIONAL CASH OFFER
by
PHOENIX UK FUND LTD
to acquire the entire issued share capital
of
HORNBY PLC
Results of the Unconditional Mandatory Cash Offer for Hornby
plc
On 23 June 2017, Phoenix UK Fund Ltd ("Phoenix UK Fund")
published an offer document (the "Offer Document") setting out the
full terms of an unconditional mandatory cash offer under Rule 9 of
the Takeover Code to acquire the entire issued and to be issued
share capital of Hornby plc ("Hornby") not already owned by it or
by parties acting in concert with it, at a price of 32.375 pence
per Hornby share (the "Offer"). The Offer was made on an
unconditional basis, including as to acceptances.
The deadline for acceptance of the Offer (being 1.00 p.m.
(London time) on 14 July 2017, as stated in the Offer Document) has
now passed and, as such, the Offer is now closed and the Offer
Period (as such term is defined in the Offer Document) has now
ended.
There are a total of 84,583,209 ordinary shares of 1 pence each
in issue in the capital of Hornby ("Ordinary Shares"). Following
the passing of the acceptance deadline date of 1.00 p.m. (London
time) on 14 July 2017, Phoenix UK Fund, in conjunction with parties
acting in concert with it, now holds an aggregate of 60,446,594
Ordinary Shares, representing 71.464 per cent. of the existing
issued share capital of Hornby. The shareholdings of Phoenix UK
Fund and the parties acting in concert with it, together with the
levels of acceptance of the Offer, are shown in the table
below:
Ordinary Shares Acceptances Ordinary Shares
held at commencement held following
of the Offer closing of
the Offer
------------------------ ------------------------ ---------------------
Ordinary % Ordinary % Ordinary %
Shares Shares Shares
------------- --------- ------------- --------- ----------- --------
Phoenix
UK Fund 23,678,199 27.994 13,742,556 16.247 37,420,755 44.241
Parties
acting in
concert
with Phoenix
UK Fund 23,025,839 27.223 - - 23,025,839 27.223
------------- --------- ------------- --------- ----------- --------
Other shareholders 37,879,171 44.783 (13,742,556) (16.247) 24,136,615 28.536
------------- --------- ------------- --------- ----------- --------
Total 84,583,209 100.000 - - 84,583,209 100.000
------------- --------- ------------- --------- ----------- --------
Pursuant to Rule 17.1 of the Takeover Code, Phoenix UK Fund
announces that, as at 1.00 p.m. (London time) on 14 July 2017,
Phoenix UK Fund had received valid acceptances of the Offer in
respect of 13,742,556 Ordinary Shares, representing 16.247 per
cent. of the existing issued ordinary share capital of Hornby.
No acceptances of the Offer have been received from persons
acting in concert with Phoenix UK Fund, as the offeror, or in
respect of shares which were subject to any irrevocable commitment
or letter of intent procured by Phoenix UK Fund or any person
acting in concert with Phoenix UK Fund, and no such irrevocable
commitments or letters of intent are in place.
Other than the Ordinary Shares as set out above, neither Phoenix
UK Fund nor any person acting in concert with Phoenix UK Fund has
an interest in, or right to subscribe for, any relevant securities
of Hornby, nor do they hold any short positions in respect of such
securities under a derivative, or any agreement to sell or any
delivery obligation in respect of such securities or right to
require another person to purchase or take delivery in respect of
such securities. No relevant securities have been borrowed or lent
by Phoenix UK Fund or any person acting in concert with Phoenix UK
Fund.
Enquiries:
Phoenix UK Fund Ltd 020 8600
James Wilson 0100
Liberum Capital Limited (Financial
Adviser to Phoenix UK Fund) 020 3100
Neil Patel / Neil Elliot 2000
Maitland Consultancy Limited (Financial
PR Adviser to Phoenix UK Fund) 020 7379
William Clutterbuck 5151
Liberum, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for
Phoenix UK Fund and no one else in connection with the Offer and
will not be responsible to anyone other than Phoenix UK Fund for
providing the protections afforded to its clients, nor for
providing advice in relation to the Offer or in relation to the
contents of this announcement or any transaction or arrangement
referred to in this announcement.
This announcement is not intended to and does not constitute, or
form any part of, an offer or an invitation to purchase any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise, nor shall there be
any sale, issuance or transfer of securities of Hornby in any
jurisdiction in contravention of applicable law. This announcement
does not constitute a prospectus or equivalent document.
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement together with all information incorporated into
this announcement by reference to another source will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on PAMP's website
(www.phoenixassetmanagement.com) by no later than 12 noon (London
time) on the Business Day following the publication of this
announcement. For the avoidance of doubt, the contents of the
website are not incorporated by reference and do not form part of
this announcement.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
calling Capita Asset Services on +44 (0)371 664 0321. It is
important that you note that unless you make a request, a hard copy
of this announcement and any such information incorporated by
reference in it will not be sent to you. You may also request that
all future documents, announcements and information to be sent to
you in relation to the Offer should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEAKXXFAXXEEF
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