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Mouchel Grp plc (MCHL)

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Thursday 24 February, 2011

Mouchel Grp plc

Preferred Proposal Received for Mouchel Group plc

RNS Number : 7755B
Mouchel Group plc
24 February 2011
 



 

PRESS ANNOUNCEMENT

 

FOR IMMEDIATE RELEASE

 

24 FEBRUARY 2011

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF 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.

 

PREFERRED PROPOSAL RECEIVED FOR MOUCHEL GROUP PLC ("MOUCHEL" OR "THE COMPANY")

 

On 21 January 2011, Mouchel announced that it had received a number of approaches which might or might not result in an offer being made for the Company for the purposes of the City Code on Takeovers and Mergers and that it was actively reviewing those approaches and other options, to enhance shareholder value.

 

The Board is pleased to confirm that it is now in advanced discussions with one potential offeror and has signed a co-operation agreement with that preferred trade purchaser (the "Preferred Possible Offeror") in relation to a potential offer being made for the Company.

 

Although the Board of Mouchel considers that the Company has a strong future as an independent business, it believes that the strategic logic of a combination of Mouchel and the Preferred Possible Offeror would provide the best option to deliver value to shareholders.

 

The making of any offer by the Preferred Possible Offeror remains subject to a number of pre-conditions, including the satisfactory completion of mutual confirmatory due diligence and the arrangement of financing which is likely to take a number of weeks.  Save in respect of the arrangement of financing, the Company and the Preferred Possible Offeror have reserved their respective rights to waive, in whole or in part, any or all such pre-conditions.

 

This announcement has been made with the consent of the Preferred Possible Offeror. There can be no certainty that any offer will be made or as to the terms of any offer which might be made.

 

A further announcement will be made in due course.

A copy of this announcement is also available on Mouchel's website at www.mouchel.com.

 

END

 

Contacts:

 

Mouchel Group plc:                   +44 (0) 1483 731 731

Richard Cuthbert, Chief Executive

David Tilston, Group Finance Director

 

Finsbury                                    +44 (0) 207 251 3801

 

Faeth Birch

Andrew Dowler

Charles Watenphul

 

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 +44 (0)20 7638 0129.

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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