Pochin's PLC Independent Director Irrevocable Undertakings (1401L)

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RNS Number : 1401L

Pochin's PLC

01 July 2014

Pochin's PLC ("Pochin's" or "the Company")

Independent Director Irrevocable Undertakings

In the announcement made under Rule 2.7 of the City Code on 12 June 2014, and in the Offer Document posted on the same day ("Offer Document"), Middlewich and the Independent Directors of Pochin's referred to the fact that Middlewich had received irrevocable undertakings to accept the Offer, to make no election for the Share Alternative and to vote in favour of the Resolution from those Independent Directors who have an interest in Pochin's Shares in respect of their entire holdings totalling 26,500 Pochin's Shares, representing approximately 0.1 per cent. of the existing issued share capital of Pochin's ("the Original Undertakings"). Each of the Original Undertakings contained a commitment on the part of the relevant Independent Director to (i) provide to Middlewich such relevant information as Middlewich reasonably requires in connection with the Offer, including (without limitation) in connection with the preparation of the Offer Document and other documents connected with the Offer, in order to comply with law or with the requirements of the London Stock Exchange or the Panel or the provisions of the City Code; (ii) not make any public statement or take any other action, in his capacity as a shareholder of Pochin's, which he knows or ought reasonably to expect will, or is reasonably likely to, prevent any of the conditions of the Offer from being fulfilled (or delay such fulfilment) or otherwise delay, impede, frustrate or be prejudicial to the success of the Offer; and (iii) promptly notify Middlewich if he becomes aware of any material change to any information previously provided by him to Middlewich or BDO ("the Commitment").

The Panel has informed Pochin's and Middlewich that it considers the Commitment to be an "offer-related arrangement" within the meaning of Rule 21.2 of the City Code and that, accordingly, the Commitment is not acceptable for inclusion within an irrevocable undertaking provided to Middlewich by an Independent Director. Accordingly, Middlewich has released the relevant Independent Directors from the Original Undertakings and each of those Independent Directors has entered into an irrevocable undertaking ("the New Undertaking") in favour of Middlewich, in respect of his entire holding of Pochin's Shares, which is in identical terms to the Original Undertaking entered into by him, save that it does not include the Commitment. A copy of each of the New Undertakings is available for inspection free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Middlewich's website at www.middlewichlimited.co.uk and on Pochin's website at www.pochins.plc.uk.

Accordingly, it remains the case that Middlewich has received irrevocable undertakings to accept the Offer, to make no election for the Share Alternative and to vote in favour of the Resolution from those Independent Directors who have an interest in Pochin's Shares in respect of their entire holdings totalling 26,500 Pochin's Shares, representing approximately 0.1 per cent. of the existing issued share capital of Pochin's.

The first closing date of the Offer is at 1.00 p.m. on 7 July 2014.

The Extraordinary General Meeting of the Independent Shareholders of Pochin's is to be held at 11.00 am on 7 July 2014. To be valid for use at the meeting, Forms of Proxy must be received by Capita Asset Services at PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU not later than 11.00 am on 5 July 2014.

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

Contact:

 
 Pochin's PLC 
  John Moss, Chief Executive 
  Nigel Rawlings, Finance Director    01606 833 333 
 SPARK Advisory Partners Limited 
  Sean Wyndham-Quin 
  Miriam Greenwood 
  Mark Brady                          0203 368 3550 
 

SPARK Advisory Partners Limited which is regulated in the United Kingdom by The Financial Conduct Authority is acting for the Company in relation to the matters described in this announcement and is not advising any other person, and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of SPARK Advisory Partners Limited or for providing advice in relation to the matters described in this announcement.

Disclosure requirements of the Takeover Code (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 10(th) 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, 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.

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on the Company's website http://www.pochins.plc.uk/investor-relations/announcements by no later than 12 noon (London time) on 2 July 2014, being the day following the date of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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