Hornby PLC Response to Phoenix Offer Document (0303K)

TIDMHRN

RNS Number : 0303K

Hornby PLC

04 July 2017

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OR IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

4 July 2017

Hornby plc

("Hornby" or the "Group")

Posting of Response Circular recommending that Hornby shareholders reject the Offer by Phoenix UK Fund Ltd

On 21 June 2017, Phoenix UK Fund Ltd ("Phoenix") announced that it had unconditionally agreed to acquire 17,641,161 Hornby Shares from New Pistoia Income Fund Limited ("NPIL") at a price of 32.375 pence per Hornby Share (the "Acquisition"). The Acquisition settled on 23 June 2017 and as a result of the Acquisition, the percentage of Hornby Shares carrying voting rights which the Phoenix Concert Party holds increased to more than 50 per cent.

Rule 9 of the Code requires that where a shareholder, together with persons acting in concert with him, has an interest of not less than 30 per cent., but does not hold more than 50 per cent., of a company's voting share capital, and then acquires an interest in any further shares he is required to make a mandatory cash offer for the entire issued share capital not already owned by him and persons acting in concert with him. As a result of the Acquisition, and pursuant to Rule 9 of the Code, Phoenix, on behalf of the Phoenix Concert Party, was therefore required to make an offer for all the Hornby Shares not already owned by it or by persons acting in concert with it.

On 21 June 2017, Phoenix announced a mandatory unconditional cash offer to acquire all of the Hornby Shares not already held by members of the Phoenix Concert Party (the "Offer"). Since the Phoenix Concert Party holds more than 50 per cent. of the existing issued share capital of Hornby, the Offer has become wholly unconditional. Details of the Offer were set out in the offer document sent to Hornby Shareholders on 23 June 2017 (the "Offer Document").

Hornby is today sending a circular (the "Response Circular") to its shareholders in response to the Offer made by Phoenix.

The Hornby Directors believe that the Offer does not reflect an adequate premium for control and significantly undervalues Hornby and its prospects and, as such, the Hornby Directors, who have been so advised by Numis Securities Limited as to the financial terms of the Offer, unanimously recommend that Hornby Shareholders reject the Offer. The Response Circular sets out the valuation, control and other considerations taken into account by the Hornby Directors in reaching their conclusion that Hornby Shareholders should reject the Offer.

In addition, the Hornby Directors unanimously recommend that shareholders should take no action in relation to the Offer and should not sign any document sent by Phoenix or its advisers.

In accordance with the requirements of Rule 25.1(b) of the City Code on Takeovers and Mergers (the "Code"), a copy of the Response Circular will shortly be made available at http://www.hornby.plc.uk/mandatory-offer-documents/.

Enquiries:

 
Hornby Plc                               01843 233500 
Steve Cooke, Chief Executive 
David Mulligan, Group Finance Director 
 
 
  Numis Securities Limited               020 7260 1000 
Oliver Cardigan (Nomad) 
 Stuart Ord 
 Paul Gillam 
 Tom Ballard 
 
 
  Capital Access Group                   020 3763 3400 
Scott Fulton 
 
 

Important Notices Relating to Financial Adviser

Numis Securities Limited which is authorised and regulated by the FCA is acting exclusively for Hornby plc and no-one else in connection with the matters set out in this announcement and Numis Securities Limited will not be responsible to anyone other than Hornby plc for providing the protections afforded to its clients or 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 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Additional Information

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at Hornby's website at www.hornby.plc.uk and by no later than 12 noon London time on 5 July 2017. 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

RSPLIFEEDVISIID

(END) Dow Jones Newswires

July 04, 2017 02:00 ET (06:00 GMT)