Pochin's PLC Statement re Possible Offer (0951V)

TIDMPCH

RNS Number : 0951V

Pochin's PLC

09 December 2013

Pochin's PLC

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

Commencement of Offer Period and Rule 2.10 announcement

The Board of Pochin's notes the movement in the share price. The Board can confirm that it has received an approach from James Nicholson, Property Development Director, and the members of the Cedric Pochin concert party (together "the Potential Offeror") that may or may not lead to a cash offer with a share alternative being made for the Company. There can be no certainty that an offer will be made for the Company, nor as to the terms on which an offer may be made.

The indicative offer received is below the closing mid-market price of a Pochin's share of 41p on 6 December 2013.

Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Takeover Code"), requires that the Potential Offeror, by not later than 5.00 p.m. on 6 January 2014 (the "relevant deadline"), either announces a firm intention to make an offer for Pochin's in accordance with Rule 2.7 of the Takeover Code or announces that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Takeover Code applies.

The relevant deadline will cease to apply to the Potential Offeror if another offeror announces, prior to the relevant deadline, a firm intention to make an offer for Pochin's. In such circumstances, the Potential Offeror will be required to clarify its intentions in accordance with Rule 2.6(d) of the Takeover Code.

This is an announcement falling under Rule 2.4 of the Takeover Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made.

A further announcement will be made as and when appropriate.

This announcement has been made with the approval of the Potential Offeror.

Rule 2.10

In accordance with Rule 2.10 of the Takeover Code, the Company confirms that it has 20,800,000 ordinary shares of 25 pence each in issue. The ISIN reference for these securities is GB0006926017.

Contact:

 
 Pochin's PLC 
  John Moss, Chief Executive 
  Nigel Rawlings, Finance 
  Director                        01606 833 333 
 
  SPARK Advisory Partners 
   Limited 
   Miriam Greenwood               0203 368 3553 
   Sean Wyndham-Quin              0113 366 2270 
   Mark Brady                     0113 366 2268 
 

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.

The directors of Pochin's accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

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 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, 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) http://www.pochins.plc.uk/investor-relations/announcements by no later than 12 noon (London time) on 10 December 2013, being the date 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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