Armour Group PLC Response to mandatory offer for the Company (7266A)

TIDMAMR

RNS Number : 7266A

Armour Group PLC

24 December 2014

Not for release, publication or distribution, in whole or in part, directly or indirectly in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

Armour Group plc

('Armour' or the 'Company')

Response to mandatory offer for the Company

The Company notes that Hawk Investment Holdings Limited ("Hawk"), a company wholly controlled by ALR ("Bob") Morton (Chairman of the Company), has today announced a mandatory cash offer (the "Offer") for the Company under Rule 9 of the City Code on Takeovers and Mergers (the "City Code") to acquire all of the issued share capital of the Company not already owned by Hawk and the persons acting in concert with Hawk.

The Independent Director of Armour, being Mark Wilson, expects that, in the absence of any change of circumstances, his response to the Offer will be included within the Offer Document to be published by Hawk. In the meantime, shareholders are advised to take no action in relation to the Offer.

Enquiries:

For further information please visit www.armourgroup.uk.com or contact:

 
Armour Group       Tel: [phone] 
 plc 
 Mark Wilson, 
 Finance Director 
finnCap Ltd (Rule  Tel: [phone] 
 3 Advisor and      0500 
 NOMAD) 
 Geoff Nash 
 Grant Bergman 
 Stephen Norcross 
 (Broking) 
 

Important Notes

This Announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer will be made solely by means of an offer document and a form of acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents.

finnCap Ltd 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 document 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 finnCap or for providing advice in relation to the matters described in this announcement.

The independent director of Armour, being Mark Wilson accepts responsibility for the information contained in this announcement. To the best of his 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.

Important notice to overseas shareholders

The release, publication or distribution of this Announcement is not being made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction (each a "Restricted Jurisdiction"), and the Offer is not capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this Announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions. The availability of the Offer to Armour Group plc Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

Disclosure requirements of the City Code

Under Rule 8.3(a) of the City 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 City 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.

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."

Publication on website

In accordance with Rule 30.4 of the Code, a copy of this Announcement, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, will be available free of charge on Armour's website at: http://www.armourgroup.uk.com by no later than 12 noon (London time) on 29 December 2014.

This information is provided by RNS

The company news service from the London Stock Exchange

END

RSPEAFALAEDLFFF