NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT 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, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE
FOR IMMEDIATE RELEASE
31 August 2012
Redrow plc ("Redrow" or the "Company") notes the recent announcement by Bridgemere Securities Limited ("Bridgemere"), Toscafund Asset Management LLP ("Tosca") and Penta Capital LLP ("Penta").
Redrow confirms that it received an initial approach yesterday evening (the "Approach") from Bridgemere, Tosca and Penta regarding a possible cash offer of 152 pence per Redrow share.
The Board will now establish a committee of independent directors to consider the Approach.
Shareholders are urged to take no action at this time.
This announcement is not made with the consent of Bridgemere, Tosca or Penta. There can be no certainty that an offer will be made, nor as to the terms on which any offer will be made. A further announcement will be made in due course.
A copy of this announcement will be available at http://investors.redrowplc.co.uk/. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Redrow plc +44 (0)1244 520044
Alan Jackson Non-Executive Deputy Chairman and Senior Independent Director
Graham Cope Company Secretary
BofA Merrill Lynch (financial adviser and corporate broker) +44 (0)20 7628 1000
Tulchan Communications +44 (0)20 7353 4200
In accordance with Rule 2.10 of the Code, Redrow plc confirms that it has 369,799,938 ordinary shares of 10 pence each (with International Securities Identification Number GB0007282386) in issue.
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 paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 paper 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary of Bank of America Corporation, is acting exclusively for Redrow in connection with the possible offer and for no one else and will not be responsible to anyone other than Redrow for providing the protections afforded to its clients or for providing advice in relation to the possible offer.