Toscafund Asset Management LLP Amendment to the Senior Facilities Agreement (9224U)

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RNS Number : 9224U

Toscafund Asset Management LLP

21 October 2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

For immediate release 21 October 2014

Recommended cash offer for Daisy Group plc

Amendment to the Senior Facilities Agreement

On 21 October 2014, the Senior Facilities Agreement, dated 20 October 2014, was amended by way of amendment letter between HSBC Bank plc acting in its capacity as Agent and Chain Bidco plc.

In accordance with Rule 26 of the City Code on Takeovers and Mergers (the "Code"), a copy of the amendment letter is available on the following websites:

www.toscafund.com/DaisyAnnounce.php

www.daisygroupplc.com/investors/recommended-cash-offer/

www.pentacapital.com/

In accordance with Rule 30.4 of the Takeover Code, a copy of this announcement can be found on the following websites:

www.toscafund.com/DaisyAnnounce.php

www.daisygroupplc.com/investors/recommended-cash-offer/

www.pentacapital.com/

Enquiries:

J.P. Morgan Cazenove (financial adviser to Chain Bidco plc)

Tel: [phone]

Hugo Baring

James Thomlinson

Christopher Wood

Seán Murphy

Redleaf (media enquiries for Chain Bidco plc)

Tel: [phone]

Emma Kane

Liberum (Rule 3 Adviser, Nominated Adviser and Corporate Broker to Daisy)

Tel: [phone]

Steve Pearce

Neil Patel

Steve Tredget

Thomas Bective

Oakley Capital Corporate Finance (financial adviser to Daisy)

Tel: [phone]

Chris Godsmark

Chris Brooks

Zishaan Arshad

Marc Jones

Redleaf (media enquiries for Daisy)

Tel: [phone]

Rebecca Sanders-Hewett

Jenny Bahr

Rachael Brown

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Toscafund and Bidco and no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Toscafund and Bidco for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to herein.

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Daisy as its adviser for the purposes of Rule 3 of the Code and for no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Daisy for providing the protections afforded to clients of Liberum Capital nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

Oakley Capital Limited is authorised and regulated by the Financial Conduct Authority. Oakley Capital Limited is acting as financial adviser exclusively for Daisy and no one else in connection with the matters set out in this announcement and will not regard any other person as its client nor be responsible to anyone other than Daisy for providing the protections afforded to clients of Oakley Capital Limited nor for providing advice in relation to the matters referred to in this announcement.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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 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.

Ends

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