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Share PLC Statement re Possible Offer
UK Regulatory (RNS & others)
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Today : Friday 3 May 2019
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RNS Number : 0417Y
03 May 2019
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 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 "TAKEOVER CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE FOR SHARE PLC, NOR AS TO THE TERMS ON WHICH AN OFFER MAY BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
3 May 2019
(the "Company" or the "Group")
Statement re. Possible Offer and Rule 2.9 announcement
The board of directors of the Company (the "Board") notes the recent rise in the Company's share price. The Board can confirm that it has received a preliminary approach which may or may not lead to an offer being made for the Company. The preliminary approach for the Company is from Interactive Investor Services Limited ("Interactive Investor"). There can be no certainty that an offer will be made for the Company, nor as to the terms on which an offer may be made.
Rule 2.6(a) of the Takeover Code, requires that Interactive Investor, by no later than 5.00 p.m. on 31 May 2019 (the "relevant deadline"), either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Takeover 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 Takeover Code applies. This deadline will not be extended other than with the consent of the Takeover Panel.
This is an announcement falling under Rule 2.4 of the Takeover Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code.
A further announcement will be made as and when appropriate.
For further information please contact:
Richard Stone, Chief Executive 01296 439 270 / 07919 220 599
Mike Birkett, Finance Director 01296 439 479
Cenkos Securities plc 020 7397 8900
Mark Connelly / Camilla Hume
KTZ Communications (Financial Public Relations) 020 3178 6378
Katie Tzouliadis / Irene Bermont--Penn / Emma Pearson
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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. 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.
In accordance with Rule 2.9 of the Takeover Code, the Company confirms that it has 143,652,334 ordinary shares of 0.5 pence each in issue ("Ordinary Shares"). The ISIN reference for these securities is GB0001977866. The Company holds no Ordinary Shares in treasury.
Publication of this Announcement
A copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at www.share.com no later than 12 noon (London time) on 7 May 2019. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact email@example.com or visit www.rns.com.
Plus potential for further rises.
I expect they might review it for sure. However, that is why many investors believe TSC is such good value. To be honest though - we aren't benefiting as much from having these shares as we were to begin with, when we first formed the Club. That's because back then we needed the discount to enable us to trade at a lower amount of money. We don't really need that benefit now.