Deadline extension under Rule 2.6(c) of the Code
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 SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
12 June 2024
Alpha Financial Markets Consulting plc
("Alpha FMC" or the "Group")
Extension of deadline under Rule 2.6(c) of the Code
On 1 May 2024, Alpha FMC announced that it received a non-binding indicative proposal from Bridgepoint Advisers Limited ("Bridgepoint") regarding a possible cash offer for the entire issued and to be issued ordinary share capital of Alpha FMC.
In accordance with the Code, on 29 May 2024 the deadline by which Bridgepoint was required either to announce a firm intention to make an offer for Alpha FMC in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer was extended to 5.00 p.m. on 12 June 2024.
Discussions between Alpha FMC and Bridgepoint remain ongoing. Therefore, in accordance with Rule 2.6(c) of the Code, the Board of Alpha FMC has requested, and the Panel on Takeovers and Mergers (the "Panel") has consented to, an extension to the deadline referred to above. Accordingly, Bridgepoint must now, by no later than 5.00 p.m. on 20 June 2024, either announce a firm intention to make an offer for Alpha FMC in accordance with Rule 2.7 of the Code or 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.
This deadline can be further extended by the Board of Alpha FMC, with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
A further announcement will be made when appropriate. There can be no certainty that any firm offer will be made for Alpha FMC, nor as to the terms on which any firm offer might be made.
The person responsible for releasing this announcement on behalf of Alpha FMC is Georgina Sharley, Group Company Secretary.
Enquiries:
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Alpha FMC plc Luc Baqué (Chief Executive Officer) John Paton (Chief Financial Officer) Georgina Sharley (Group Company Secretary)
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+44 (0)20 7796 9300 |
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Investec Bank plc - Lead Financial Adviser, NOMAD and Joint Corporate Broker James Rudd, Patrick Robb (Corporate Broking and PLC Advisory) Jonathan Arrowsmith, Edward Thomas (M&A Advisory)
Berenberg - Joint Financial Adviser and Joint Corporate Broker Toby Flaux Miles Cox James Thompson Alix Mecklenburg-Solodkoff
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+44 (0)20 7597 4000
+44 (0)20 3207 7800 |
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Camarco - Financial PR Ed Gascoigne-Pees, Phoebe Pugh |
+44 (0)20 3757 4980 |
This information in this announcement is deemed by Alpha FMC to constitute inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended). On the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
Disclaimers
Investec Bank plc, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority and PRA in the United Kingdom, is acting exclusively as lead financial adviser to Alpha FMC and for no one else in connection with the offer proposals and will not be responsible to any person other than Alpha FMC for providing the protections afforded to clients of Investec, nor for providing advice in relation to the offer proposals, the content of this announcement or any matter referred to in this announcement. Neither Investec nor any of its subsidiaries, branches or 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 Investec in connection with this announcement, any statement contained herein or otherwise.
Joh. Berenberg, Gossler & Co. KG ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority ("BaFin") and is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively to Alpha FMC and no one else in connection with the offer proposals and will not be responsible to any person other than Alpha FMC for providing the protections afforded to clients of Berenberg, nor for providing advice in relation to the offer proposals, the content of this announcement or any matter referred to in this announcement. Neither Berenberg nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Berenberg in connection with this announcement, any statement contained herein or otherwise.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.alphafmc.com by no later than 12 noon (London time) on the business day following the date of this announcement. 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) of the Code 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, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 of the Code.
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 of the Code).
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.
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