Statement re Possible Offer
29 Noviembre 2007 - 7:14AM
UK Regulatory
RNS Number:7951I
Cenkos Securities PLC
29 November 2007
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN
Cenkos Securities Limited ("Cenkos")
Possible cash offer for Close Brothers Group PLC ("Close Brothers")
Cenkos announced on 8 November 2007 that in conjunction with Landsbanki Islands
HF ("Landsbanki"), it had made an approach to the Board of Directors of Close
Brothers regarding a possible cash offer for the entire issued share capital of
Close Brothers at a price per Close Brothers share of 950 pence.
Cenkos wishes to confirm that notwithstanding the intervening market turbulence,
it remains together with its partner determined to pursue their proposal at a
price in cash per Close Brothers share of 950 pence.
Cenkos would highlight that between close of business on 7 November 2007, the
date of its proposal, and close of business on 28 November 2007, the FTSE 250
index has decreased by 4.9%. If Close Brothers' closing share price on 7
November 2007 had fallen by the same percentage over this period, its share
price would now be 723 pence. The proposed offer price of 950 pence per share
represents a 31.4% premium to that price.
Cenkos would also note that Close Brothers' share price has decreased by 24.2%
in the twelve month period ended on 7 November 2007 (or a decrease of 17.8%
total shareholder return over the same period), compared with an increase over
that period in the FTSE 250 index of 5.4% (or an increase of 8.2% total
shareholder return). Furthermore, in the three year period ended on 7 November
2007, Close Brothers' share price has increased by approximately 10.4% compared
with an increase over that period in the FTSE 250 index of 70.9%.
Cenkos has had meetings with many of Close Brothers' significant shareholders
and has been encouraged by their response. Accordingly Cenkos is disappointed
that the Board of Close Brothers has been unwilling to meet to discuss its
proposal.
Cenkos strongly believes that Close Brothers shareholders would wish to have the
opportunity of considering its proposal. Accordingly, we strongly urge the Board
of Close Brothers to meet with us to discuss the proposal further.
This announcement does not constitute an announcement of a firm intention to
make an offer under Rule 2.5 of the City Code on Takeovers and Mergers ("the
Code"). Accordingly, there can be no certainty that any offer will ultimately be
made.
Enquiries:
David Rydell / Dan de Belder / Rosanne Perry
Bell Pottinger Corporate & Financial 0207 861 3232
Sources: Share prices and total shareholder return have been sourced from
Bloomberg and Factset. Total shareholder return assumes gross dividends
reinvested into security. Twelve month and three year periods calculated by
reference to closing prices on 7 November at the start and end of each period.
HSBC Bank plc, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Cenkos and Landsbanki and no one else in
relation to matters described in this announcement and will not be responsible
to anyone other than Cenkos and Landsbanki for providing the protections
afforded to customers of HSBC Bank plc or for providing advice on matters
described in this announcement.
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
"Code"), if any person is, or becomes, "interested" (directly or indirectly) in
1% or more of any class of "relevant securities" of Close Brothers, all
"dealings" in any "relevant securities" of that company (including by means of
an option in respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by no later than 3.30 pm (London time)
on the London business day following the date of the relevant transaction. This
requirement will continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Close Brothers, they will be
deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Close Brothers by Close Brothers, or by any of its "associates",
must be disclosed by no later than 12.00 noon (London time) on the London
business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Takeover Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Takeover
Panel.
The distribution of this announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities laws of any such jurisdiction. This announcement
does not constitute an offer or an invitation to purchase or subscribe for any
securities or a solicitation of an offer to buy any securities pursuant to this
announcement or otherwise in any jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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