NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE 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 ANY SUCH OFFER WILL ULTIMATELY BE MADE.
For immediate release
4 October 2016
Jaguar Holdings Limited ("Jaguar Holdings")
Statement regarding a possible offer (the "Possible Offer") for Journey Group plc ("Journey Group") by Jaguar Holdings.
Jaguar Holdings and Journey Group are pleased to announce that they are in discussions with regard to a Possible Offer to be made by Jaguar Holdings for the entire issued and to be issued share capital of Journey Group. It is expected that the Possible Offer will be made by way of a contractual offer under the Code with a 50.1 per cent. acceptance condition.
Jaguar Holdings is a private limited company formed at the direction of Harwood Capital LLP ("Harwood Capital"), on behalf of the Harwood Funds and designated for use in making the Possible Offer.
The Possible Offer price under consideration is 240 pence in cash per Journey Share. There is no intention for Jaguar Holdings to make an Unlisted Share Alternative available as part of the Possible Offer.
These discussions (and any Possible Offer) are taking place with the consent of the Takeover Panel, who have also consented to the release of this announcement.
This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that an offer for Journey Group will be made, nor as to the terms on which any such offer will be made.
North Atlantic Smaller Companies Investment Trust plc ("NASCIT") is deemed to be acting in concert with Jaguar Holdings and Harwood Capital as it was, until recently, a discretionary investment management client of Harwood Capital and Mr Christopher Mills, who holds indirectly a controlling interest in Harwood Capital, is Chief Executive of NASCIT. Certain discretionary clients of Harwood Capital (the "Harwood Funds") currently hold interests in Journey Group and are deemed to be acting in concert with Harwood Capital as it is the discretionary manager of such funds. Accordingly, Harwood Capital, NASCIT and the Harwood Funds (the "Concert Party") are deemed to be acting in concert for the purposes of the Possible Offer. The Concert Party currently holds, in aggregate, 3,546,311 Journey Shares, representing approximately 29.94 per cent. of Journey Group's existing issued share capital.
Jaguar Holdings reserves the right to make an offer at any time, at a value below 240 pence for each Journey Share, under the following circumstances:
a) with the agreement and recommendation of the Journey Group board of directors; and/or
b) to the extent that Journey Group declares, makes or pays any dividend or distribution or other payment to its shareholders; and/or
c) a third party announces a possible or firm intention to make an offer for Journey Group.
As a consequence of this announcement, an 'Offer Period' has now commenced in respect of Journey Group in accordance with the rules of the Code. The attention of Journey Group's shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.
In accordance with Rule 2.6(a) of the Code, Jaguar Holdings acknowledges that it must, by not later than 5.00 p.m. on 1 November 2016, either announce a firm intention to make an offer for Journey Group in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
Unless otherwise noted, definitions in this announcement have the same meaning as set out in the original Announcement (published on 23 August 2016) and the Scheme Document (published on 8 September 2016).
A further announcement(s) will be made in due course as and when appropriate.
Jaguar Holdings Limited
Christopher Mills, Director
Tim Sturm, Director
Tel: +44 (0) 207 640 3200
Strand Hanson Limited
(Financial Adviser to Jaguar Holdings and Harwood Capital)
Tel: +44 (0) 207 409 3494
Journey Group plc
Stephen Yapp, Executive Chairman
Alison Whittenbury, Chief Financial Officer
Tel: +44 (0) 208 606 1300
Stockdale Securities Limited
(Financial adviser to Journey Group)
Tel: +44 (0) 207 601 6100
Nplus1 Singer Advisory LLP
(Nominated Adviser and Broker to Journey Group)
Tel: +44 (0) 207 496 3000
Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Jaguar Holdings and Harwood Capital and no one else in connection with the Possible Offer and will not be responsible to anyone other than Jaguar Holdings and Harwood Capital for providing the protections afforded to its clients or for providing advice in connection with the Possible Offer or any other matter referred to herein.
Stockdale Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Journey Group and no-one else in connection with the Possible Offer and other matters described in this announcement and will not be responsible to anyone other than Journey Group for providing the protections afforded to clients of Stockdale Securities Limited or for providing advice in relation to the Possible Offer, the contents of this announcement or any other matter referred to herein.
Nplus1 Singer Advisory LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as nominated adviser and broker to Journey Group and no-one else in connection with the Possible Offer and other matters described in this announcement and will not be responsible to anyone other than Journey Group for providing the protections afforded to clients of Nplus1 Singer Advisory LLP or for providing advice in relation to the Possible Offer, the contents of this announcement or any other matter referred to herein.
This announcement does not constitute an offer to purchase any securities, or an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer to purchase or sell securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.
Cautionary Note Regarding Forward Looking Statements
This announcement, oral statements made regarding the Possible Offer, and other information published by Jaguar Holdings and Journey Group may contain certain statements that are or may be forward looking with respect to the financial condition, results of operations and business of Journey Group and certain plans and objectives of the Journey Group board of directors and the Jaguar Holdings board of directors with respect thereto. These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of a similar meaning. These estimates are based on assumptions and assessments made by the Journey board of directors and/or the Jaguar Holdings board of directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward looking statements in this announcement could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although Journey Group and Jaguar Holdings believe that the expectations reflected in such forward looking statements are reasonable, neither Journey Group nor Jaguar Holdings, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure and Transparency Rules of the FCA), neither Jaguar Holdings nor Journey Group is under any obligation, and Jaguar Holdings and Journey Group expressly disclaim any intention or obligation to update or correct the information contained in this announcement and Journey Group and Jaguar Holdings therefore caution you not to place undue reliance on these forward looking statements which speak only as at the date of this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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.
The defined terms used in this section "Disclosure requirements of the Code" are defined in the Code which can be found on the Takeover Panel's website.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Journey Group confirms that, as at the date of this announcement, it has 11,845,879 ordinary shares of 25 pence each in issue and admitted to trading on AIM under the ISIN reference GB00B909HR51.
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on Journey Group's website at www.journeygroup.plc.uk by no later than 12 noon (London time) on 5 October 2016. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
This information is provided by RNS