Source - RNS
RNS Number : 6161I
Thesis Asset Management PLC
20 June 2017
 

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

FOR IMMEDIATE RELEASE

                                                                                                     20 June 2017


THESIS ASSET MANAGEMENT PLC ("Thesis"
or "Company")

Dispensation from RIS Announcements

The Panel on Takeovers and Mergers (the "Panel") has granted Thesis a dispensation from the requirement under the City Code on Takeovers and Mergers (the "Takeover Code") that announcements relating to the offer to be made by Regit Bidco Limited ("Bidco") for the share capital of Thesis (the "Offer") as announced earlier today, including any disclosures under Rule 8 of the Takeover Code, must be published via a Regulatory Information Service (as defined in the Takeover Code) ("RIS").

The Company is instead required to publish such announcements on the Company's website at http://www.thesis-plc.com.  The Panel has also granted a dispensation from the requirements set out in Note 3 of Rule 8 of the Takeover Code that disclosures under Rule 8 must be made to a RIS.  Therefore, any opening position disclosures and dealing disclosures required under Rule 8 of the Takeover Code must be made to the Company by email to Sandra Pidwell at [email protected] and David Tyerman at [email protected] and will be published on the Company's website at http://www.thesis-plc.com.  A copy of such opening position disclosures and dealing disclosures must also be sent to the Panel's Market Surveillance Unit by email to [email protected] or by fax to +44 (0)20 7236 7013.

Enquiries:

Regit Bidco Limited
Daniel Mytnik

Vincent Smith

Alexander Church

+44 (0)207 016 9967

+44 (0)207 435 7800

+44 (0)207 435 7800

PricewaterhouseCoopers LLP (Financial Adviser to Bidco)
Duncan Skailes

Jon Raggett

Andy Claymore

 

+44 (0)207 583 5000

 

Thesis Asset Management plc
Anthony Edwards
Michael Hughes

+44 (0)1243 753411

Evercore Partners International LLP (Financial Adviser to Thesis)
Ollie Clayton

Neil Bhadra

Max Fallstrom

+44 (0)207 653 6000

 

 

 

Further information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the formal document containing the Offer (the "Offer Document") and Form of Acceptance or any other document by which the Offer is made which shall contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.  Any response to the Offer should be made only on the basis of information contained in the Offer Document. Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

This announcement has been prepared for the purposes 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 and regulations of any jurisdiction outside the United Kingdom.

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 publication of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date.

Evercore Partners International LLP (''Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Thesis and no-one else in connection with the Acquisition (as defined in the announcement of the Offer to be made by Bidco dated 20 June 2017) and will not be responsible to anyone other than Thesis for providing the protections afforded to clients of Evercore, nor for providing advice in relation to the Acquisition, the contents of this announcement or any other matter referred to herein. Neither Evercore nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with the matters referred to in this announcement, or otherwise.

PricewaterhouseCoopers LLP (''PwC"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Bidco, J. Leon and Ventiga and no-one else in connection with the Acquisition (as defined in the announcement of the Offer to be made by Bidco dated 20 June 2017) and will not be responsible to anyone other than Bidco, J. Leon and Ventiga for providing the protections afforded to clients of PwC, nor for providing advice in relation to the Acquisition, the contents of this announcement or any other matter referred to herein. Neither PwC nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of PwC in connection with the matters referred to in this announcement, or otherwise.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person (including any Beneficial Owner) 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. on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. 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 Takeover 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(s), 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. 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 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
 
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