TIDMHRO
RNS Number : 9267N
H.R. Owen PLC
13 September 2013
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
13 September 2013
H.R. Owen Plc ("HR Owen" or the "Company")
Response to Increased Mandatory Cash Offer from Berjaya
Philippines Inc. ("BPI")
The Board of HR Owen (the "Board") notes the announcement on 12
September 2013 by BPI of its purchase of an additional 2,350,000
shares in the Company from JP Morgan, representing 10.0% of the
issued share capital, and its Increased Mandatory Cash Offer for
the entire issued and to be issued share capital of the Company not
already held by BPI and persons acting in concert with it at 170
pence per share.
The Board also notes the subsequent announcement by BPI that it
has acquired a further 175,000 shares in HR Owen. Therefore, BPI,
together with persons acting in concert with it, now controls at
least 9,808,327 shares in the Company, equivalent to a 41.5%
stake.
The Increased Mandatory Cash Offer of 170 pence per share
represents an increase of 30.8% over BPI's original offer of 130
pence per share announced on 17 July 2013 (the "Original Offer")
and a premium of 40.5% over 121 pence per share, being the closing
share price on 16 July 2013, the day prior to BPI's announcement of
the Original Offer. The Board has considered the merits of the
Increased Mandatory Cash Offer and has concluded, having been so
advised by Rothschild, that 170 pence per share represents a fair
value for the Company. In coming to this conclusion the Board has
considered the limited liquidity and marketability of HR Owen's
shares and the fact that the Increased Mandatory Cash Offer is
final and will not be increased (except that BPI has reserved the
right to revise and / or increase the Increased Mandatory Cash
Offer if a competitive situation arises, a situation the Board
believes is highly unlikely). In providing its advice, Rothschild
has taken into account the commercial assessments of the
directors.
Accordingly, the Board recommends that shareholders accept the
Increased Mandatory Cash Offer, as the directors intend to do in
respect of their own and their connected persons' beneficial
holdings.
The Increased Mandatory Cash Offer will remain open for
acceptance until the next closing date, which will be at 1pm
(London time) on 27 September 2013. Full details of how to accept
the Increased Mandatory Offer are set out in the Increased
Mandatory Cash Offer Document published by BPI on 12 September
2013.
Information:
HR Owen (020 7245 1122)
Jon Walden, Joe Doyle
Rothschild (0207 280 5000)
Financial Adviser
Majid Ishaq, Roland Oakshett
Charles Stanley Securities (020 7149 6000)
Corporate Broker
Marc Milmo, Carl Holmes
Halkin Communications
PR Adviser
Sara Batchelor (07904 680 547)
Katie Bell (07887 822 221)
Charles Stanley Securities, which is authorised and regulated in
the UK by the Financial Conduct Authority, is acting exclusively
for HR Owen and no one else in connection with the offer by BPI and
will not be responsible to anyone other than HR Owen for providing
the protections afforded to clients of Charles Stanley Securities
nor for providing advice in connection with the offer by BPI or any
matter referred to herein.
Rothschild, which is authorised and regulated in the UK by the
Financial Conduct Authority is acting exclusively for HR Owen and
no one else in connection with the offer by BPI and will not be
responsible to anyone other than HR Owen for providing the
protections afforded to clients of Rothschild nor for providing
advice in connection with the offer by BPI or any matter referred
to herein.
Disclosure requirements of the City 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 paper 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 paper
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 paper 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper offeror, 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 paper
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.
Responsibility
The HR Owen directors accept responsibility for the information
contained in this announcement, except that the only responsibility
accepted by them in respect of the information contained in this
announcement relating to BPI and its concert parties, which has
been compiled from published sources, is to ensure that such
information has been correctly and fairly reproduced and presented.
To the best of the knowledge and belief of the directors (who have
taken all reasonable care to ensure that such is the case) the
information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Publication on Website
A copy of this announcement will be available on the Company's
web site (www.hrowen.co.uk) by no later than 12 noon (London time)
on 14 September 2013.
The content of the website referred to in this announcement is
not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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