Jaguar Holdings Limited Offer update (4822Q)

TIDMJNY

RNS Number : 4822Q

Jaguar Holdings Limited

30 November 2016

For immediate release

Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in, into or from any RESTRICTED jurisdiction (INCLUDING THE UNITED STATES OF AMERICA) where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

30 November 2016

RECOMMED MANDATORY CASH OFFER

FOR

JOURNEY GROUP PLC

BY

JAGUAR HOLDINGS LIMITED

OFFER UPDATE

   1.       Introduction 

On 16 November 2016, Jaguar Holdings declared its Recommended Mandatory Offer unconditional in all respects and further announced that the Recommended Mandatory Offer had been extended and would remain open for acceptance until 29 November 2016.

   2.       Offer Update 

Jaguar Holdings announces that the Recommended Mandatory Offer has been extended and will remain open for acceptance until 15 December 2016.

Jaguar Holdings further announces that as at 1.00 p.m. (London time) on 29 November 2016, valid acceptances of its Recommended Mandatory Offer had been received in respect of 9,373,661 Journey Shares, representing approximately 70.87 per cent. of the existing issued share capital of Journey, which Jaguar Holdings may count towards the satisfaction of the acceptance condition of the Recommended Mandatory Offer.

In addition, following market purchases from Kestrel Partners LLP and SVG Capital PLC, as announced on 1 November 2016 and 2 November 2016 respectively, and the Option Share Purchase announced on 17 November 2016, Jaguar Holdings is interested, in aggregate, in 3,519,303 Journey Shares, representing approximately 26.60 per cent. of the existing issued share capital of Journey.

In total, Jaguar Holdings has therefore received valid acceptances of its Recommended Mandatory Offer in respect of, or has acquired, 12,892,964 Journey Shares, representing approximately 97.47 per cent. of the existing issued share capital of Journey and of the voting rights normally exercisable at general meetings of Journey.

Further information

Of the valid acceptances received on or before 1.00 p.m. (London time) on 29 November 2016 referred to above:

- acceptances in respect of 4,782,664 Journey Shares comprised acceptances by persons from whom Jaguar Holdings had procured an irrevocable commitment to accept (or procure the acceptance of) the Offer (including the Recommended Mandatory Offer), representing approximately 36.16 per cent. of the existing issued share capital of Journey; and

- acceptances in respect of, in aggregate, 3,546,311 Journey Shares comprised acceptances by persons acting in concert with Jaguar Holdings, representing approximately 26.81 per cent. of the existing issued share capital of Journey, all of which shares were held by the Existing Harwood Investors who had given irrevocable commitments to accept the Offer (including the Recommended Mandatory Offer).

   3.       Compulsory acquisition process 

As set out above, Jaguar Holdings has received valid acceptances of its Recommended Mandatory Offer in respect of, or has otherwise acquired, more than 90 per cent. of the Journey Shares to which the Recommended Mandatory Offer relates. Jaguar Holdings announces that compulsory acquisition notices (the "Notices") pursuant to section 979 of the Companies Act 2006 (the "Act") will in due course be posted to those Journey Shareholders who have not yet accepted the Recommended Mandatory Offer (the "Non-Assenting Shareholders") setting out Jaguar Holdings' intention to acquire compulsorily all remaining Journey Shares on the same terms as the Offer.

Unless Non-Assenting Shareholders apply to the Court and the Court orders otherwise, on the expiry of six weeks from the date of the Notices, the Journey Shares held by such Non-Assenting Shareholders will be acquired compulsorily by Jaguar Holdings under the terms of the Recommended Mandatory Offer and such Non-Assenting Shareholders will be entitled to receive 240 pence in cash for each Journey Share which such Non-Assenting Shareholders hold on that date.

   4.       Cancellation of Admission to trading on AIM and re-registration 

Further to its announcement of 17 November 2016 and 21 November 2016, Journey has applied to the London Stock Exchange for the cancellation of admission to trading of Journey Shares on AIM. Such cancellation is expected to take effect at 7.00 a.m. (London time) on 16 December 2016 and will significantly reduce the liquidity and marketability of any Journey Shares not assented to the Offer by that time.

It is also proposed that, following admission to trading on AIM of Journey Shares having been cancelled, Journey will be re-registered as a private company under the relevant provisions of the Companies Act.

   5.       Further acceptances 

The Recommended Mandatory Offer will remain open for acceptance until 15 December 2016. At least 14 days' notice will be given prior to the closing of the Recommended Mandatory Offer to those Journey Shareholders who have not accepted the Recommended Mandatory Offer.

Journey Shareholders who have not yet accepted the Recommended Mandatory Offer are urged to do so as soon as possible. To do so:

- Journey Shareholders who hold their Journey Shares in certificated form (that is, not in CREST), should complete and return the Form of Acceptance which was enclosed with the Original Offer Document in accordance with the instructions set out in paragraph 13.1 of the letter from Jaguar Holdings to Journey Shareholders in Part II of the Original Offer Document and the instructions printed on the Form of Acceptance. You should complete a separate Form of Acceptance for Journey Shares held in certificated form but under different designations.

- Journey Shareholders who hold their Journey Shares in uncertificated form (that is, in CREST) should follow the procedure for Electronic Acceptance through CREST in accordance with the instructions set out in paragraph 13.2 of the letter from Jaguar Holdings to Journey Shareholders in Part II of the Original Offer Document so that a TTE Instruction settles as soon as possible. If Journey Shareholders hold their Journey Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

If you hold Journey Shares in both certificated and uncertificated forms and wish to accept the Recommended Mandatory Offer in respect of any or all of such shares, you should complete the Form of Acceptance which was enclosed with the Original Offer Document in respect of your Journey Shares held in certificated form only and follow the procedure for Electronic Acceptance through CREST in respect of your Journey Shares held in uncertificated form.

With respect to Journey Shareholders who hold their shares in certificated form, the Form of Acceptance enclosed with the Original Offer Document should be used to accept the Recommended Mandatory Offer. If, for whatever reason, you did not receive or have mislaid your Form of Acceptance you may request a new Form of Acceptance by telephoning the Receiving Agent, Capita Asset Services, between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls to the helpline from outside the United Kingdom will be charged at applicable international rates. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Recommended Mandatory Offer nor give any financial, legal or tax advice.

   6.       Disclosure of Interests 

Save as disclosed in this announcement, neither Jaguar Holdings nor the directors of Jaguar Holdings nor any person acting, or deemed to be acting, in concert with Jaguar Holdings for the purposes of the Recommended Mandatory Offer has any interest in relevant securities of Journey or a right to subscribe for or any short positions (whether conditional or absolute and whether in the money or otherwise), including any short positions under a derivative, any agreement to sell or delivery obligation or right to require another person to purchase or take delivery in respect of any relevant securities of Journey or has during the Offer Period or subsequently borrowed or lent any relevant securities of Journey.

   7.       General 

Capitalised terms and expressions used in this announcement shall, unless otherwise defined herein and save as the context otherwise requires, have the same meanings as given to them in the Offer Announcement dated 11 October 2016 and the Original Offer Document, as updated by the additional definitions set out in Appendix III to the Mandatory Offer Document.

All percentages of voting rights, issued share capital and relevant Journey securities are stated by reference to the relevant percentage held and in issue outside treasury. Since under a Rule 9 mandatory offer the acceptance condition is calculated by reference to voting rights only (rather than by reference to the number of shares to which the offer relates), all percentage figures for acceptances of the Recommended Mandatory Offer are given in this announcement based on the 13,225,743 Journey Shares in issue outside treasury (since treasury shares do not carry voting rights).

Enquiries:

 
 Jaguar Holdings Limited            Tel: +44 (0) 207 
  Christopher Mills, Director        640 3200 
  Tim Sturm, Director 
 Strand Hanson Limited              Tel: +44 (0) 207 
 (Financial Adviser to Jaguar        409 3494 
 Holdings and Harwood Capital) 
 Stuart Faulkner 
 Matthew Chandler 
 James Dance 
 
 
 

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Jaguar Holdings and Harwood Capital and no-one else in connection with the Recommended Mandatory Offer and other matters described in this announcement and will not be responsible to anyone other than Jaguar Holdings and Harwood Capital for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the Recommended Mandatory Offer, the contents of this announcement or any other matter referred to herein.

In accordance with Rule 30.3 of the Code, you may request a hard copy of this announcement by contacting the Receiving Agent, Capita Asset Services, during business hours on 0371 664 0321 from within the UK or [phone] if calling from outside the UK or by submitting a request in writing to Capita Asset Services at The Registry, 34 Beckenham Road, Kent, BR3 4TU. It is important that you note that unless you make a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Recommended Mandatory Offer should be sent in hard copy form.

SHAREHOLDERS ARE ADVISED TO READ THE MANDATORY OFFER DOCUMENT AND THE ORIGINAL OFFER DOCUMENT CAREFULLY. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE RECOMMENDED MANDATORY OFFER IS BEING MADE SOLELY BY MEANS OF THE MANDATORY OFFER DOCUMENT AND THE ORIGINAL OFFER DOCUMENT (TO THE EXTENT NOT REVISED BY THE MANDATORY OFFER DOCUMENT), WHICH CONTAIN THE FULL TERMS AND CONDITIONS OF THE RECOMMENDED MANDATORY OFFER, AND IN THE CASE OF JOURNEY SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE RECOMMENDED MANDATORY OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THESE DOCUMENTS.

The availability of the Recommended Mandatory Offer and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Recommended Mandatory Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this announcement and any formal documentation relating to the Recommended Mandatory Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.

This announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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November 30, 2016 02:00 ET (07:00 GMT)