Certain information contained within
this Announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulation (EU)
No. 596/2014 ("MAR") as applied in the United Kingdom. Upon
publication of this Announcement, this information is now
considered to be in the public domain.
Jaywing
plc
("Jaywing" or "the Company")
2.9 Announcement
In accordance with Rule 2.9 of the
City Code on Takeovers and Mergers (the "Code"), the Company
confirms that as at the date and time of this announcement, it had
in issue 93,432,217 ordinary shares of £0.05 each, of which 99,662
are held in Treasury. Therefore the total voting rights in the
Company is 93,332,595. The International Securities Identification
Number for Company's ordinary shares is GB00BF5KDY46.
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For
any further enquiries, please contact:
For further information on the
Company, please visit www.jaywing.com or
contact:
Jaywing plc
Christopher Hughes (Company
Secretary)
T: +44 (0)333 370 6500
SPARK Advisory Partners
Limited (Nominated and Financial Adviser)
Matt Davis / James
Keeshan
T: +44 (0) 20 3368 3552
Turner
Pope (Broker)
James Pope / Andy Thacker
T: +44 (0) 20 3657 0050
Notice related to the financial
adviser
SPARK Advisory Partners Limited,
which is regulated by the Financial Conduct
Authority in
the United Kingdom, is acting exclusively for Jaywing and no one
else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than
Jaywing for providing the protections afforded to clients of SPARK
Advisory Partners Limited, or for providing advice in relation to
the matters referred to in this announcement.
The City Code
The City Code applies to quoted
public companies which have their registered office in the UK, the
Channel Islands or the Isle of Man and, in addition, unquoted
public companies which have their registered office in the UK, the
Channel Islands, or the Isle of Man and whose central management
and control remain in the UK, the Channel Islands or the Isle of
Man. Accordingly, the City Code applies to the Company. Under the
City Code, if an acquisition of Ordinary Shares or interests
therein were to increase the aggregate holding of the acquirer and
its concert parties to interests in shares carrying 30 per cent. or
more of the voting rights in the Company, the acquirer and,
depending on circumstances, its concert parties would be required
(except with the consent of the Panel) to make a cash offer for the
outstanding shares in the Company at a price not less than the
highest price paid for interests in shares by the acquirer or its
concert parties during the previous 12 months.
This requirement would also be
triggered by any acquisition of New Ordinary Shares and/or interest
therein by a person holding (together with its concert parties)
Ordinary Shares carrying between 30 and 50 per cent. of the voting
rights in the Company if the effect of such acquisition was to
increase that person's percentage of the total voting rights of the
Company.
Disclosure requirements of the City
Code
Under Rule 8.3(a) of the City Code,
any person 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 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 City 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 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.