Swan(John) & Sons PLC Further Extension of Takeover Code Deadline (0554S)

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RNS Number : 0554S

Swan(John) & Sons PLC

02 July 2015

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.

This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers ("the Code") and there can be no certainty that an offer will be made.

2 July, 2015

John Swan and Sons PLC

("John Swan" or the "Company")

Further extension of Takeover Code Deadline

On 18 December 2014, John Swan announced that it had received an approach from H&H Group plc ("H&H") which may or may not lead to a cash offer with a partial share alternative being made for the Company. The deadline for H&H to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, under Rule 2.8 of the Code, was originally 15 January 2015 and has subsequently, with the consent of the Panel, been extended six times and on the last occasion to 2 July 2015.

The Company has today, with the consent of the Panel, agreed to a further extension of the deadline under Rule 2.6(c) of the Code until 5.00pm on 30 July 2015. Discussions between John Swan and H&H are ongoing at the indicative cash offer price of GBP13.50 per John Swan ordinary share set out within the announcement of 18 December 2014.

This further extension to the offer deadline has been agreed to allow further time to document the transaction and matters related to it. In particular, whilst as previously announced all diligence enquiries in relation to the John Swan Limited Retirement Benefits Scheme were satisfactorily resolved some weeks ago, H&H remains in discussions with the Trustees with a view to agreeing documentation in relation to that scheme which provides on-going protections satisfactory to both H&H and the Trustees. If unresolved to the satisfaction of both H&H and the Trustees, this item is sufficiently material to prevent the transaction from proceeding. All other due diligence enquiries are now complete to the satisfaction of H&H and its lending bank.

There can be no guarantee that a formal offer for the Company will be made and the Boards of John Swan and H&H have agreed that, if they are not in a position to announce the terms of a formal offer in accordance with Rule 2.7 of the Code prior to expiry of this latest deadline, then they will not seek a further extension to the Offer timetable.

This announcement is being made with the consent of the offeror.

A further announcement will be made in due course.

Enquiries:

 
 John Swan and Sons plc       (via N+1 Singer) 
  Euan Fernie 
---------------------------  --------------------- 
 N+1 Singer (Rule 3 Adviser   Tel. [phone] 
  to John Swan)                3000 
  Sandy Fraser 
  Richard Salmond 
---------------------------  --------------------- 
 

Nplus1 Singer LLP ("N+1 Singer"), which is authorised and regulated by the Financial Conduct Authority, is acting for the Company as financial adviser and broker in relation to the possible offer for the Company and is not acting for any other person in relation to such possible offer for the Company. N+1 Singer will not be responsible to anyone other than Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any possible offer for the Company or arrangement referred to herein.

Disclosure requirements of 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.

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

A copy of this announcement will be made available on the Company's website www.johnswan.co.uk.

For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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