Jaguar Holdings Limited POSTING OF OFFER DOCUMENT (1879N)

TIDMJNY

RNS Number : 1879N

Jaguar Holdings Limited

21 October 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.

21 October 2016

RECOMMED CASH OFFER

FOR

JOURNEY GROUP PLC

BY

JAGUAR HOLDINGS LIMITED

POSTING OF OFFER DOCUMENT

On 11 October 2016, the board of directors of Jaguar Holdings Limited ("Jaguar Holdings") and the Independent Directors of Journey Group plc ("Journey" or the "Company") announced that they had reached agreement on the terms of a recommended cash offer to be made by Jaguar Holdings for the entire issued and to be issued share capital of Journey under Part 28 of the Companies Act 2006 (the "Offer").

Jaguar Holdings announces that the Offer Document containing the full terms of, and Conditions to, the Offer, is today being posted to Journey Shareholders (other than those located in a Restricted Jurisdiction), together (where appropriate) with the related Form of Acceptance (with respect to Journey Shares held in certificated form).

This Offer is a new, separate offer to that which was announced on 23 August 2016 and lapsed on 3 October 2016. Journey Shareholders wishing to accept the Offer will therefore need to take action in accordance with the Offer Document whether or not they responded to the previous offer.

The Offer will initially remain open for acceptance until 1.00 p.m. (London time) on 11 November 2016.

Full details of the procedure for accepting the Offer are set out in the letter from Jaguar Holdings to Journey Shareholders in Part II of the Offer Document and are summarised below.

To accept the Offer in respect of Journey Shares held in certificated form (that is, not in CREST), Journey Shareholders must complete the Form of Acceptance in accordance with the instructions printed on it and set out in paragraph 13.1 of the letter from Jaguar Holdings to Journey Shareholders in Part II of the Offer Document and return it (along with the relevant share certificate(s) and/or other document(s) of title) using the accompanying reply-paid envelope (for use within the UK only) as soon as possible and, in any event, so as to be received by post or by hand (during normal business hours only) at the Receiving Agent, Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by not later than 1.00 p.m. (London time) on 11 November 2016. Additional Forms of Acceptance can be obtained by contacting Capita Asset Services, between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday on [phone].

To accept the Offer in respect of Journey Shares held in uncertificated form (that is, in CREST), Journey Shareholders 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 Offer Document so that a TTE Instruction settles as soon as possible and, in any event, not later than 1.00 p.m. (London time) on 11 November 2016. 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 CREST.

Capitalised terms used but not defined in this announcement have the same meaning as given to them in the Offer Document.

A copy of this announcement, the Offer Document and the Form of Acceptance will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Journey's website at www.journeygroup.plc.uk until the end of the Offer Period (or, if later, the end of any competition reference period). For the avoidance of doubt, the contents of the website referred to above are not incorporated into and do not form part of this announcement.

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 
 Journey Group plc                      Tel: +44 (0) 208 
  Stephen Yapp, Executive Chairman       606 1300 
  Alison Whittenbury, Chief Financial 
  Officer 
 Stockdale Securities Limited           Tel: +44 (0) 207 
  (Financial adviser to Journey)         601 6100 
  Tom Griffiths 
  Edward Thomas 
 Nplus1 Singer Advisory LLP             Tel: +44 (0) 207 
  (Nominated Adviser and Broker          496 3000 
  to Journey) 
  Nic Hellyer 
  Alex Price 
  Lauren Kettle 
 

The Offer is subject to the Conditions and to the further terms and conditions set out in the Offer Document. The Offer is being made solely through the Offer Document, contains the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance in relation to the Offer should be made only on the basis of the information contained in the Offer Document. Journey Shareholders are advised to read the Offer Document carefully once received.

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 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 Offer, the contents of this announcement or any other matter referred to herein.

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

Nplus1 Singer Advisory LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as nominated adviser and broker to Journey and no-one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than Journey for providing the protections afforded to clients of Nplus1 Singer Advisory LLP or for providing advice in relation to the 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 Offer should be sent in hard copy form.

SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTED 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 OFFER IS BEING MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF JOURNEY SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT.

The availability of the 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 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 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.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of Journey 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) Journey 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 Journey 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 one per cent. or more of any class of relevant securities of Journey or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Journey 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) Journey 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 p.m. (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 Journey 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 Journey and by any offeror and Dealing Disclosures must also be made by Journey, 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.

This information is provided by RNS

The company news service from the London Stock Exchange

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October 21, 2016 07:10 ET (11:10 GMT)