TIDMSAG TIDMTPG
RNS Number : 3738J
Science Group PLC
20 August 2021
20 August 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 7.1 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE A
FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE
CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.
FOR IMMEDIATE RELEASE
Acquisition of shares in TP Group plc ("TP Group" or the
"Company")
In accordance with Rule 7.1 of the Takeover Code, Science Group
confirms that it has acquired 58,750,000 shares in TP Group at 6.5p
per share. Following this acquisition, Science Group is interested
in 139,621,829 shares in TP Group representing 17.9% of the issued
voting share capital.
End
Science Group plc Tel: +44 (0) 1223 875 200
Martyn Ratcliffe, Chairman www.sciencegroup.com
Stifel Nicolaus Europe Limited (Financial Adviser, Tel: +44 (0)
20 7710 7600
Nominated Adviser and Joint Broker)
Nick Adams, Alex Price, Richard Short
Liberum Capital Limited (Joint Broker) Tel: +44 (0) 20 3100
2000
Neil Patel, Cameron Duncan
MHP Communications (PR Adviser to Science Group ) Tel: +44 (0)
20 3128 8793
Reg Hoare
Further information
This announcement is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction.
The release, publication or distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes
should inform themselves about, and observe such restrictions. Any
failure to comply with such restrictions may constitute a violation
of the securities law of any such jurisdiction.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting as Financial Adviser exclusively for Science
Group and no one else in connection with the matters set out in
this announcement and will not regard any other person as its
client in relation to the matters in this announcement and will not
be responsible to anyone other than Science Group for providing the
protections afforded to clients of Stifel, nor for providing advice
in relation to any matter referred to herein.
Disclosure requirements of 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 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.
Publication on Website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at
https://www.sciencegroup.com/investor-information/ promptly and in
any event by no later than 12 noon on the business day following
this announcement. The content of this website is not incorporated
into and does not form part of this announcement.
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END
MSCFLFVETDIIFIL
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August 20, 2021 11:40 ET (15:40 GMT)
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