Announcement regarding Possible Offer

RNS Number : 3863U

Unbound Group PLC

28 March 2023

 

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 THAT JURISDICTION .

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). IT DOES NOT REPRESENT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE .

ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY SUCH OFFER WILL BE MADE .

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION .

28 March 2023

Statement re possible offer for Unbound Group plc (" Unbound" or the "Company")

The Board of Unbound announces that it is in discussions with WoolOvers Group Limited ("WoolOvers Group") in relation to a possible cash offer for the entire issued and to be issued share capital of Unbound (the "Possible Offer").

Under the terms of the Possible Offer, Unbound shareholders would receive:

10.5 pence in cash and 1 contingent value right per Unbound share

The terms of the cash consideration of the Possible Offer represents a premium of approximately 162.5% to the Unbound closing share price on 27 March 2023 (being the last business day prior to this announcement).

The contingent value right (the "CVR") would give Unbound shareholders the right to receive any net proceeds if Unbound's ongoing business interruption insurance claim relating to the Covid-19 pandemic lockdowns is successful, taking into account the administrative costs relating to the CVR itself and of returning the proceeds to Unbound shareholders.

The Board of Unbound has indicated that it would be minded to recommend an offer by WoolOvers Group in the event that WoolOvers Group announces a firm intention to make an offer for Unbound in accordance with Rule 2.7 of the Code and on the terms set out above.

For the purposes of Rule 2.5(a) of the Code, WoolOvers Group reserves the right to vary the form and/or mix of the consideration for the Possible Offer at its discretion and on potentially less favourable terms than those set out in this announcement at any time (a) with the consent or recommendation of the Unbound Board, (b) if a third party announces (after the date of this announcement) a firm intention to make an offer for Unbound or a possible offer on less favourable terms than those set out in this announcement, (c) following the announcement by Unbound of a proposed Rule 9 waiver under the Code, or (d) through a reduction in the proposed price by the amount of any dividend, return of value or other distribution which is announced, declared, made or paid by Unbound after the date of this announcement.

The Possible Offer remains subject to customary pre-conditions in respect of diligence access and other matters. Even in the event that these pre-conditions are satisfied or waived, there can be no certainty that any firm offer will be made. Accordingly, it is emphasised that there can be no certainty that any offer will ultimately be made for the Company.

In accordance with Rule 2.6(a) of the Code, by not later than 5.00 pm on 25 April 2023, WoolOvers Group must either announce a firm intention to make an offer for Unbound in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Unbound, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

This announcement is made with the agreement of WoolOvers Group. A further announcement will be made as appropriate.

Enquiries

Unbound Group plc Ian Watson, CEO Gavin Manson, CFO	c/o Alma PR
Singer Capital Markets (Financial Adviser, Nominated Adviser & Broker) Peter Steel / Tom Salvesen / Alaina Wong / James Fischer	[phone]
Alma PR Limited (Financial PR) Josh Royston / Sam Modlin / Hannah Campbell	[phone] [e-mail]

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(s), 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.

Market Abuse Regulation

The information contained within this announcement would have, prior to its release, constituted inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No.596/2014 as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse (Amendment) (EU Exit) Regulations 2019 ("UK MAR"). Upon the publication of this announcement via a regulatory information service, this inside information will be considered to be in the public domain. For the purposes of UK MAR, the person responsible for arranging for the release of this information on behalf of Unbound is Gavin Manson.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of Unbound at www.unboundgroupplc.com promptly and by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Other notices

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is authorised and regulated by the UK Financial Conduct Authority, is acting exclusively for Unbound and for no one else and will not be responsible to anyone other than Unbound for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither Singer Capital Markets, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Singer Capital Markets in connection with this announcement, any statement contained herein or otherwise.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Unbound confirms that, as at the date of this announcement, its issued and fully paid share capital consists of 65,155,980 ordinary shares of 1 pence each. The International Securities Identification Number (ISIN) for the ordinary shares is GB0003085445.

 

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