NAHL Group PLC PUSU extension (6496F)

TIDMNAH

RNS Number : 6496F

NAHL Group PLC

18 November 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS DOES NOT CONSTITUTE 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 ACCORDINGLY THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE OR AS TO THE TERMS OF ANY SUCH OFFER.

FOR IMMEDIATE RELEASE.

18 November 2020

NAHL Group plc

("NAHL" or the "Company")

PUSU extension

On 23 September 2020, NAHL announced that it had received a preliminary approach from Frenkel Topping Group plc ("Frenkel Topping") setting out a proposal for an all-share combination through the acquisition of NAHL's entire issued and to be issued share capital (the "Proposed Combination").

Alongside a takeover of NAHL for the purposes of the Code, the Proposed Combination would represent a reverse takeover of Frenkel Topping under the AIM Rules for Companies and, therefore, the completion of a formal offer would be conditional, amongst other things, on the approval of Frenkel Topping shareholders at a general meeting.

Discussions with Frenkel Topping regarding a possible offer for the Company remain ongoing and the companies are continuing a process of mutual due diligence.

To allow further time for these discussions, and in accordance with Rule 2.6(c) of the Code, the Company has requested, and the Takeover Panel has consented to, an extension to the date by which Frenkel Topping is required either to announce a firm intention to make an offer for NAHL in accordance with Rule 2.7 of the Code or to announce 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 Code applies. Such announcement must now be made by not later than 5.00pm on 16 December 2020. This deadline can be extended by the board of NAHL, with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code.

There can be no certainty that a formal offer will be made. Further announcements will be made as appropriate.

For further information please contact:

 
NAHL Group plc                             via FTI Consulting 
 Tim Aspinall (Chair)                       Tel: +44 (0) 20 
 James Saralis (CFO)                        3727 1000 
Peel Hunt LLP (Financial Adviser, Nomad &  Tel: +44 (0) 20 
 Broker)                                    7418 8890 
 Michael Nicholson 
 Miles Cox 
 Ed Allsopp 
FTI Consulting (Financial PR)              Tel: +44 (0) 20 
 Alex Beagley                               3727 1000 
 James Styles 
 Sam Macpherson 
 

Important notice

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for NAHL and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than NAHL for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to the contents of, or matters referred to in, this announcement.

Additional information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction. Any offer (if made) will be made solely by certain offer documentation which will contain the full terms and conditions of any offer (if made), including details of how such offer may be accepted. This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, distribution or publication of this announcement in jurisdictions outside of the United Kingdom may be restricted by laws of the relevant jurisdictions, and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Nothing in this announcement is or should be relied on as a promise or representation to the future.

This announcement includes certain statements, estimates and projections provided by the Company in relation to the Company's anticipated future performance. Such statements, estimates and projections are based on various assumptions made by the Company concerning anticipated results which may or may not prove to be correct. No representations or warranties are made by any person as to the accuracy of such statements, estimates or projections.

Rule 26.1

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on NAHL's website at www.NAHLgroupplc.co.uk (subject to certain restrictions relating to persons resident in restricted jurisdictions). The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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(s), save to the extent that these details have previously been disclose 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 p.m. (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.

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November 18, 2020 03:00 ET (08:00 GMT)