Rule 2.4 announcement

RNS Number : 0292S

Spice PLC

02 September 2010

 



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 OF SUCH JURISDICTION.

PRESS ANNOUNCEMENT

EMBARGOED FOR RELEASE UNTIL 7:00AM ON 2 SEPTEMBER 2010

2 SEPTEMBER 2010

SPICE PLC ("SPICE" OR "THE COMPANY")

This is an announcement falling under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code"). It does not represent a firm intention to make an offer under Rule 2.5 of the Code. Accordingly, there can be no certainty that any offer will ultimately be made.

The Board of Spice and Cinven Limited ("Cinven") are pleased to announce that they are in advanced discussions regarding an offer being made for the entire issued and to be issued share capital of the Company at a price of 70 pence in cash per share, which would represent a premium of approximately 10.7 per cent to the closing share price of Spice on 1 September 2010 of 63.25 pence. In addition, Spice shareholders will be entitled to the final dividend of 1.22 pence per share to be paid on 14 September 2010. Any offer remains subject to a number of pre-conditions, including the satisfactory completion of confirmatory due diligence. However, Cinven has confirmed that any offer would not be conditional upon external financing. Although the Board of Spice believes that the Company has a strong future as an independent business, it recognises that, due to the cash nature and premium of the potential offer, it is in shareholders' interests to facilitate further discussions with Cinven.  Accordingly, subject to the final terms and conditions of the offer, the Board intends to recommend the offer of 70 pence per share from Cinven, if made. The Board of Spice has agreed with Cinven to proceed on a bilateral basis from the date of this announcement until 27 September 2010 and all discussions with the other potential offeror have been terminated, subject to the requirements of the Code. Established in 1977, Cinven is one of the most prominent and successful investors in the European buyout market, with offices in London, Paris, Frankfurt, Milan and Hong Kong. Cinven has invested in buyouts with a value in excess of €60 billion. This announcement has been made with the approval of Cinven, and a further announcement will be made in due course.

Enquiries:
Spice Plc	0113 201 2120
Martin Towers (Chief Executive)
Oliver Lightowlers (Group Finance Director)
Hawkpoint Partners Limited	020 7665 4500
Chris Robinson
Christopher Kemball
Serge Rissi
KBC Peel Hunt	020 7418 8900
Julian Blunt
David Anderson
Simon Brown
Financial Dynamics	020 7831 3113
Billy Clegg
Caroline Stewart
Cinven Limited c/o Tulchan	020 7353 4200
James Bradley
Peter Hewer
Hawkpoint Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to Spice plc and no-one else in connection with the possible offer and will not be responsible to anyone other than Spice plc for providing the protections afforded to clients of Hawkpoint Partners Limited nor for providing advice in relation to the possible offer or any of the matters referred to herein.
KBC Peel Hunt Ltd, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Spice plc and for no-one else in connection with the possible offer and will not be responsible to any person other than Spice plc for providing the protections afforded to clients of KBC Peel Hunt Ltd or for providing advice in relation to the possible offer or any of the matters referred to herein.
A copy of this announcement will be available on the website of the Company at www.spiceplc.com.
Disclosure requirements of the Takeover Code (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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

 

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