TIDMBONH
RNS Number : 3854E
Bonhill Group PLC
29 June 2023
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 THAT JURISDICTION
Bonhill Group PLC
("Bonhill" or the "Company")
Launch of Tender Offer
Further to its announcements on 7 June 2023 (the "Announcement")
and 27 June 2023, and following Completion of the Disposal and the
passing of Resolution 2 at the Company's General Meeting, Bonhill
(AIM: BONH) confirms that its Tender Offer of up to 48,013,696
Ordinary Shares at 10 pence per Ordinary Share is open for
acceptances by Eligible Shareholders pursuant to the Conditions set
out in the Announcement and the Company's circular dated 7 June
2023 (the "Circular").
The Company sets out below the revised timetable of principal
events of the Tender Offer and Cancellation as announced on 23 June
2023:
2023
Launch of the Tender Offer 29 June
Closing Date - latest time and date for receipt 1.00 p.m. on
of Tender Forms and settlement of TTE Instruction(s) 18 July
Record Date for the Tender Offer 6.00 p.m. on
18 July
Announcement of result of the Tender Offer 19 July
Unconditional Date for the Tender Offer and completion 19 July
of purchase of Ordinary Shares under the Tender
Offer
CREST accounts credited with Tender Offer proceeds by 28 July
for uncertificated Ordinary Shares
Despatch of cheques for Tender Offer consideration by 28 July
in respect of certificated Ordinary Shares sold
under the Tender Offer and any balance certificates
in respect of any unsold certificated Ordinary
Shares
Last day of dealings in Ordinary Shares on AIM 28 July
Cancellation becomes effective 7.00 a.m. on 31 July
Notes:
All references to times throughout this announcement are to
London time. If any of the above times and/or dates change, the
revised times and/or dates will be notified by the Company by an
announcement through a Regulatory Information Service.
A copy of the Circular is available on the Company's website at
www.bonhillplc.com. A Tender Form for use by Shareholders who hold
their Ordinary Shares in certificated form in connection with the
Tender Offer was despatched with the Circular. Capitalised terms
used but not defined in this announcement will have the same
meaning given to them in the Circular.
This announcement should be read in conjunction with the full
text of the Announcement and the Circular.
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the UK version
of the EU Market Abuse Regulation (2014/596) which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018, as
amended and supplemented from time to time ("Market Abuse
Regulation").
The person responsible for arranging the release of this
announcement on behalf of the Company is Sarah Thompson, Chief
Financial Officer.
Enquiries:-
Bonhill Group plc
Jonathan Glasspool, Non-executive Chairman
Sarah Thompson, Chief Financial Officer +44 (0)20 7638 6378
Shore Capital (Financial Adviser, Nominated
Adviser and Broker)
Tom Griffiths/David Coaten/Tom Knibbs +44 (0)20 7408 4050
IMPORTANT NOTICES
This announcement does not constitute or form part of an offer
or invitation, or a solicitation of any offer or invitation, to
purchase any Ordinary Shares or other securities.
The full terms and conditions of the Tender Offer are set out in
the Circular, which Shareholders are advised to read in full. Any
response to the Tender Offer should be made only on the basis of
the information in the Circular and the updated timetable in this
announcement.
Shore Capital and Corporate Limited ("Shore Capital") and Shore
Capital Stockbrokers which are authorised and regulated in the UK
by the FCA, are acting for the Company and no-one else in
connection with the Tender Offer, and will not be responsible to
anyone other than the Company for providing the protections
afforded to customers of Shore Capital and Corporate and Shore
Capital Stockbrokers or for providing advice in relation to the
matters described in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Shore Capital and Shore Capital Stockbrokers
under FSMA or the regulatory regime established thereunder: (i)
none of Shore Capital or Shore Capital Stockbrokers or any persons
associated or affiliated with either of them accepts any
responsibility whatsoever or makes any warranty or representation,
express or implied, in relation to the contents of this
announcement, including its accuracy, completeness or verification
or for any other statement made or purported to be made by, or on
behalf of it, the Company or the Directors, in connection with the
company and/or the Tender Offer; and (ii) each of Shore Capital and
Shore Capital Stockbrokers accordingly disclaims, to the fullest
extent permitted by law, all and any liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above)
which they might otherwise be found to have in respect of this
announcement or any such statement.
Cautionary statement regarding forward-looking statements
This announcement includes statements that are, or may be deemed
to be, forward-looking statements. These forward-looking statements
can be identified by the use of forward-looking terminology,
including the terms anticipates, believes, could, estimates,
expects, intends, may, plans, projects, should or will, or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances. Forward-looking statements may, and often do,
differ materially from actual results. Any forward-looking
statements in this announcement reflect Whitbread's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Group and its operations, results of operations and
growth strategy. Other than in accordance with its legal or
regulatory obligations (including under the Disclosure Guidance and
Transparency Rules, the Market Abuse Regulation and the rules of
the London Stock Exchange), the Company is not under any obligation
and the Company expressly disclaims any intention or obligation (to
the maximum extent permitted by law) to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Overseas Shareholders
The availability of the Tender Offer to Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdiction in which they are located. Shareholders who
are not resident in the United Kingdom should read paragraph 9 of
Part II (headed "Overseas Shareholders") of the Circular and should
inform themselves about, and observe, any applicable legal or
regulatory requirements. The Tender Offer is not being made,
directly or indirectly, in or into, or by use of the mails of, or
by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone and e-mail) of interstate
or foreign commerce of, or any facilities of a national securities
exchange of, any Restricted Jurisdiction and the Tender Offer
cannot be accepted by any such use, means, instrumentality or
facility or from within any Restricted Jurisdiction. Accordingly,
unless otherwise determined by the Company and permitted by
applicable law and regulation, neither the Circular nor the Tender
Form nor any related document is being, nor may it be, directly or
indirectly, mailed, transmitted or otherwise forwarded,
distributed, or sent in, into or from any Restricted Jurisdiction,
and persons receiving the Circular, the Tender Form and/or any
related document (including, without limitation, trustees, nominees
or custodians) must not mail or otherwise forward, distribute or
send it in, into or from such Restricted Jurisdiction, as to do so
may invalidate any purported acceptance of the Tender Offer. Any
person (including, without limitation, trustees, nominees or
custodians) who would or otherwise intends to, or who may have a
contractual or legal obligation to, forward the Circular, the
Tender Form and/or any related document to any jurisdiction outside
the United Kingdom, should seek appropriate advice before taking
any action.
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END
TENEANKNALFDEEA
(END) Dow Jones Newswires
June 29, 2023 05:44 ET (09:44 GMT)
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