TIDMCBP TIDMTTM
RNS Number : 6592H
Curtis Banks Group PLC
25 November 2022
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 OR REGULATION OF SUCH
JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE"). IT DOES NOT REPRESENT AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY SUCH
OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER
MIGHT BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
25 November 2022
Curtis Banks Group plc ("Curtis Banks")
Statement regarding possible offer
The Board of Curtis Banks notes the recent press speculation and
confirms that they are in advanced discussions regarding a possible
offer for the entire issued and to be issued share capital of
Curtis Banks from Nucleus Financial Platforms Limited ("Nucleus")
who are conducting detailed confirmatory due diligence.
There can be no certainty that an offer will be made, nor as to
the terms of any such offer. Accordingly, shareholders are advised
to take no action at this time. A further announcement will be made
as appropriate.
In accordance with Rule 2.6(a) of the Code, by not later than
5.00 pm on 23 December 2022, Nucleus must either announce a firm
intention to make an offer for Curtis Banks in accordance with Rule
2.7 of the Code or announce that it does not intend to make an
offer for Curtis Banks, 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.
As a consequence of this announcement, an offer period has now
commenced in respect of Curtis Banks in accordance with the Code
and the attention of Curtis Banks shareholders is drawn to the
disclosure requirements of Rule 8 of the Code, which are summarised
below.
This announcement is made without the agreement or approval of
Nucleus.
Enquiries
Curtis Banks
David Barral, Executive Chairman +44 (0) 117 910
Dan Cowland, Chief Financial Officer 7910
Fenchurch Advisory Partners
(Financial adviser to Curtis Banks)
Graham Marchant +44 (0) 20 7382
Divya Dhar 2222
---------------------------
Peel Hunt LLP
(Financial adviser, Broker and NOMAD to
Curtis Banks)
James Steel +44 (0) 207 418
Miles Cox 8900
---------------------------
Instinctif Partners curtisbanks@instinctif.com
(Financial PR) / +44 78 3767 4600
Tim Linacre
Victoria Hayns
Joe Quinlan
---------------------------
Fenchurch Advisory Partners LLP ("Fenchurch") is authorised and
regulated by the Financial Conduct Authority. Fenchurch is acting
exclusively for Curtis Banks and no one else in connection with the
matters referred to in this Announcement and will not be
responsible to anyone other than Curtis Banks for providing the
protections afforded to clients of Fenchurch, nor for providing
advice in relation to the matters referred to herein. Neither
Fenchurch 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 Fenchurch in connection with the
matters referred to in this Announcement, or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Curtis Banks and for no one else in connection with
the matters referred to in this announcement and will not be
responsible to anyone other than Curtis Banks for providing the
protections afforded to clients of Peel Hunt or for providing
advice in relation to the contents of, or matters referred to in,
this announcement.
Additional information
This announcement 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 this announcement
or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and
conditions of any offer, including details of how it may be
accepted. The distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of Curtis Banks who are not resident in the United
Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of
Curtis Banks who are not resident in the United Kingdom will need
to inform themselves about, and observe any, applicable
requirements.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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% 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 pm (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.
Market Abuse Regulations
The information contained within this announcement is considered
to constitute inside information as stipulated under Article 7 of
the Market Abuse Regulations (EU) No.596/2014 as incorporated into
UK domestic law by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR"). Upon the publication of this announcement via a
regulatory information service, this inside information will be
considered to be in the public domain. For the purposes of UK MAR,
the person responsible for arranging for the release of this
information on behalf of Curtis Banks is David Barral.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Curtis Banks confirms
that, as at the date of this announcement, its issued and fully
paid share capital consists of 66,879,312 ordinary shares with a
nominal value of 0.5 pence each. The International Securities
Identification Number (ISIN) for the ordinary shares is
GB00BW0D4R71.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on the website of Curtis Banks at
www.curtisbanks.co.uk/investors promptly and 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.
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END
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November 25, 2022 06:41 ET (11:41 GMT)
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