United Carpets Group plc Record Date for Extension of the Tender Offer (2767L)
11 Enero 2021 - 7:10AM
UK Regulatory
TIDMUCG
RNS Number : 2767L
United Carpets Group plc
11 January 2021
FOR IMMEDIATE RELEASE
11 January 2021
United Carpets Group Public Limited Company
("United Carpets", the "Group" or "Company")
Record Date for Extension of the Tender Offer
Further to the Result of Tender Offer announcement at 7:00am
this morning, the Record Date for the extension of the Tender Offer
is 25 January 2021.
Enquiries:
United Carpets Group plc
Paul Eyre, Chief Executive
Ian Bowness, Finance Director 01709 732 666
N+1 Singer (NOMAD and Sole Broker)
Rick Thompson/Will Goode 020 7496 3000
Novella Communications Ltd
Tim Robertson
Fergus Young 020 3151 7008
Important Notices
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated
adviser and broker to the Company in relation to the proposals
outlined in this announcement and will not be responsible to any
person other than the Company for providing the protections
afforded to its customers or for advising any other person on the
contents of this announcement or any matter, transaction or
arrangement referred to herein. The responsibilities of N+1 Singer
as the Company's nominated adviser and broker under the AIM Rules
are owed solely to the London Stock Exchange and are not owed to
the Company or to any Director, Shareholder or any other person.
N+1 Singer is not making any representation or warranty, express or
implied, as to the contents of this announcement.
Notice for US Shareholders
The Tender Offer relates to securities in a non-US company which
is registered in the UK and is subject to the disclosure
requirements, rules and practices applicable to companies listed in
the UK, which differ from those of the United States in certain
material respects. This announcement has been prepared in
accordance with UK style and practice for the purpose of complying
with English law and the AIM Rules, and US Shareholders should read
the entire Circular, including Part II. The financial information
relating to the Company, which is available for review on the
Company's website, has not been prepared in accordance with
generally accepted accounting principles in the United States and
thus may not be comparable to financial information relating to US
companies.
The Tender Offer is not subject to the disclosure and other
procedural requirements of Regulation 14D under the US Exchange
Act. The Tender Offer will be extended into the United States in
accordance with the requirements of Regulation 14E under the US
Exchange Act to the extent applicable. Certain provisions of
Regulation 14E under the US Exchange Act are not applicable to the
Tender Offer by virtue of Rule 14d-1(c) under the US Exchange Act.
US Shareholders should note that the Ordinary Shares are not listed
on a US securities exchange and the Company is not subject to the
periodic reporting requirements of the US Exchange Act and is not
required to, and does not, file any reports with the US Securities
and Exchange Commission thereunder.
It may be difficult for US Shareholders to enforce certain
rights and claims arising in connection with the Tender Offer under
US federal securities laws since the Company is located outside the
United States and all of its officers and directors reside outside
the US. It may not be possible to sue a non-US company or its
officers or directors in a non-US court for violations of US
securities laws. It also may not be possible to compel a non-US
company or its affiliates to subject themselves to a US court's
judgment.
The receipt of cash pursuant to the Tender Offer by a
Shareholder who is a US person may be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each Shareholder is
urged to consult his, her or its independent professional adviser
immediately regarding the tax consequences of tendering any
Ordinary Shares in the Tender Offer. To the extent permitted by
applicable law and in accordance with normal UK practice, the
Company, N+1 Singer or any of their respective affiliates, may make
certain purchases of, or arrangements to purchase, Ordinary Shares
outside the United States during the period in which the Tender
Offer remains open for participation, including sales and purchases
of Ordinary Shares effected by N+1 Singer acting as market maker in
the Ordinary Shares. These purchases, or other arrangements, may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. In order to be excepted from the
requirements of Rule 14e-5 under the US Exchange Act by virtue of
Rule 14e-5(b)(10) thereunder, such purchases, or arrangements to
purchase, must comply with applicable English law and regulation,
including the AIM Rules, and the relevant provisions of the US
Exchange Act. Any information about such purchases will be
disclosed as required in the UK and the United States and, if
required, will be reported via a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.
While the Tender Offer is being made available to Shareholders
in the United States, the right to tender Ordinary Shares is not
being made available in any jurisdiction in the United States in
which the making of the Tender Offer or the right to tender such
Ordinary Shares would not be in compliance with the laws of such
jurisdiction.
This announcement has not been approved, disapproved or
otherwise recommended by the US Securities and Exchange Commission
or any US state securities commission and such authorities have not
confirmed the accuracy or determined the adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
Publication on website
A copy of this announcement will, subject to certain
restrictions relating to persons resident in restricted
jurisdictions, be available on the Company's website at
www.unitedcarpetsandbeds.com by no later than 12 noon on the
Business Day following the date of this announcement. For the
avoidance of doubt, the content of the website referred to above is
not incorporated into and does not form part of this
announcement.
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January 11, 2021 08:10 ET (13:10 GMT)
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