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Rexam PLC (REX)

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Thursday 05 February, 2015

Rexam PLC

Statement re. Press Comment

RNS Number : 1630E
Rexam PLC
05 February 2015
 



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, OR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE

 

 

FOR IMMEDIATE RELEASE

5 February 2015

Rexam PLC ("Rexam" or the "Company")

Response to media speculation

 

The Board of Rexam notes the recent media speculation and confirms that it is in discussions with Ball Corporation ("Ball"), which may or may not lead to a formal offer being made for Rexam.  The proposal values Rexam at 610 pence per each Rexam share based on a consideration of approximately two thirds in cash and one third in new Ball shares. Discussions on other matters are continuing and there can be no certainty any formal offer will be forthcoming, or as to the terms of any offer.

A further announcement will be made when appropriate.

In accordance with Rule 2.6(a) of the Code, Ball is required, by not later than 5.00 p.m. on 5 March 2015, to either announce a firm intention to make an offer for the Company 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 extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

For the purposes of Rule 2.5 of the Code, this announcement has not been made with the consent of Ball.

In accordance with Rule 2.10 of the Code, the Company announces that, as at the date of this announcement, it has 704,816,154 ordinary shares of 80 (5) / (14) pence each in issue and admitted to trading on the main market of the London Stock Exchange. The International Securities Identification Number for the ordinary shares is GB00BMHTPY25. Rexam has an American Depositary Receipts ("ADR") programme for which The Bank of New York Mellon acts as depositary and transfer agent.  Each ADR share represents five Rexam ordinary shares. The ADRs trade in the over the counter market. The trading symbol for these securities is REXMY and the ISIN is US7616556046.

A copy of this announcement will be available at www.rexam.com.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

Enquiries

Tulchan Communications (Media Adviser to Rexam)

+44 (0)20 7353 4200

Andrew Grant


Martin Robinson




Rothschild (Financial Adviser to Rexam)

+44 (0) 20 7280 5000

Robert Leitão

Ravi Gupta


Yuri Shakhmin




Barclays (Financial Adviser to Rexam)

+44 (0)20 7623 2323

Richard Taylor


Mark Astaire


Andrew Owens


 

Rothschild, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Rexam and no one else in connection with the above and will not be responsible to anyone other than Rexam for providing the protections offered to clients of Rothschild nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

Barclays Bank PLC, acting through its investment bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Rexam and no one else in connection with the above and will not be responsible to anyone other than Rexam for providing the protections offered to clients of Barclays nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in 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) 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. 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 +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.


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