Source - RNS
RNS Number : 1858K
Poundland Group PLC
19 September 2016
 

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 such jurisdictioN

19 September 2016

RECOMMENDED CASH OFFER

for

Poundland Group plc

by

Steinhoff Europe AG

Cancellation of listing of Poundland Shares

The boards of Poundland Group plc ("Poundland") and Steinhoff International Holdings N.V. ("Steinhoff") confirm that, following an application by Poundland, the UK Listing Authority has cancelled the listing of Poundland Shares on the premium listing segment of the Official List and the London Stock Exchange has cancelled the trading of Poundland Shares on the London Stock Exchange's main market for listed securities, in each case with effect from 8.00 a.m. (UK time) today, 19 September 2016.

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the scheme document published on 12 August 2016.

Further Information

Linklaters LLP are providing legal advice to Steinhoff and SEAG. Freshfields Bruckhaus Deringer LLP are providing legal advice to Poundland.

Enquiries

Poundland


Philip Dorgan, Head of Investor Relations

Tel: +44 (0)12 1568 7000

J.P. Morgan Cazenove (joint financial adviser and corporate broker to Poundland)

Tel: +44 (0) 20 7742 4000

Toby Radford / Caroline Thomlinson

 

Mark Breuer / James Robinson

 

Rothschild (joint financial adviser to Poundland)

Tel: +44 (0) 20 7280 5000

Majid Ishaq

 

John Byrne

 

Shore Capital (corporate broker to Poundland)

Tel: +44 (0) 20 7408 4050

Dru Danford

 

Patrick Castle

 

Citigate Dewe Rogerson (PR adviser to Poundland)

 

Simon Rigby

Tel: +44 (0) 20 7282 2847

Kevin Smith

Tel: +44 (0) 20 7282 1054

Nick Hayns

Tel: +44 (0) 20 7282 1032

Steinhoff and SEAG

Tel: +27 (0)21 808 0711

Mariza Nel, Director, Corporate Services (Investor Relations)

 

Nick Agarwal (UK Press)

Tel: +44 (0)75 6810 1045

Investec Bank plc (financial adviser to Steinhoff and SEAG)

Tel: +44 (0)20 7597 4000

Andrew Pinder / David Anderson

 

Sara Hale / Henry Reast (Corporate Broking)

 

 

Further information:

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Poundland and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Poundland for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to herein.

N. M. Rothschild & Sons Limited, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Poundland and no one else in connection with the Offer and will not be responsible to anyone other than Poundland for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matters referred to in this announcement.

Shore Capital Stockbrokers Limited ("Shore Capital") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting as corporate broker to Poundland and no one else in connection with the Offer and other matters described in this Announcement and will not be responsible to anyone other than Poundland for providing the protections afforded to clients of Shore Capital or for providing advice in relation to the Offer and other matters described in this announcement.

Investec Bank plc is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. Investec Bank plc is acting exclusively as financial adviser to Steinhoff and SEAG and no one else in connection with the Offer and shall not be responsible to anyone other than Steinhoff and SEAG for providing the protections afforded to clients of Investec Bank plc nor for providing advice in connection with the Offer or any matter referred to herein.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer shall be made solely by means of the Scheme Document or any document by which the Offer is made which shall contain the full terms and Conditions of the Offer, including details of how to vote in respect of the acquisition.

This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.poundlandcorporate.com by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if SEAG were to elect to implement the Offer by means of a takeover, such takeover offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by SEAG and no one else. In addition to any such takeover offer, SEAG, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Poundland outside such takeover offer during the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States and would comply with applicable law, including the US Exchange Act.

Unless otherwise determined by SEAG or required by the Takeover Code, and permitted by applicable law and regulation, the Offer shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Poundland Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Offer shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UKLA.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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