2 Dec 2013 17:43
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 OF SUCH JURISDICTION.
2 December 2013
COMMENCEMENT OF FORMAL SALE PROCESS
Following the trading update on 27 November 2013 the Board of Albemarle & Bond Holdings plc ("Albemarle" or the "Company") considers it in the best interests of the Company's shareholders to seek to sell the business by means of a formal sale process in accordance with Note 2 on Rule 2.6 of the City Code on Takeovers and Mergers ("the Code"). This process includes the possibility of an offer being made for the Company although there can be no certainty that an offer will be made.
The Panel on Takeovers and Mergers has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the formal sales process will not be required to be publicly identified as a result of this announcement (subject to Note 3 on Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a) for so long as it is participating in the formal sales process. Interested parties should note Rule 21.2 of the Code, which prohibits any form of inducement fee or other offer related arrangement and that Albemarle has not requested any dispensation from this prohibition under Note 2 on rule 21.2 at this stage.
The Company is conducting the formal sale process through its financial adviser Canaccord Genuity Limited ("Canaccord"). Any interested party will be required to enter into a non-disclosure agreement with the Company on reasonable terms satisfactory to the Board of Albemarle and on the same terms, in all material respects, as the other interested parties, before being permitted to participate in the process. It is intended that any qualifying participant in the formal sale process will be provided with certain information materials. Following receipt of these information materials, interested parties shall be invited to submit proposals to the Company.
The Board of Albemarle reserves the right to alter any aspect of the process as outlined above, or to terminate it at any time and in such cases will make an announcement as appropriate. The Board of Albemarle also reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.
There can be no certainty that any offers will be made as a result of the formal sale process, that any sale will be concluded, nor as to the terms on which any offer might be made.
As a consequence of this announcement an "Offer Period" has commenced in respect of the Company in accordance with the rules of the Code and the dealing disclosure requirements below will apply. A further announcement will be made as and when appropriate.
On 30 October 2013, the Company announced an agreement of a deferral of the Company's covenant testing dates until 3 February 2014 with its lending banks. Shareholders should note that the Company will need to continue to comply, as it has done to date, with the various terms and conditions of that agreement for the deferral to remain in force.
In accordance with Rule 2.10 of the Code, the Company confirms that it has 55,532,891 ordinary shares of 4p each in issue and admitted to trading on AIM under the UK ISIN GB0000343110.
For further information:
MHP Communications:
Reg Hoare 0203 128 8100
Katie Hunt
Simon Hockridge
Canaccord Genuity Limited:
NOMAD and broker Financial adviser
Piers Coombs 0207 523 8000 Lawrence Guthrie 0207 665 4642
Bruce Garrow 0207 523 8000 Shaun Holmes 0207 665 4682
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
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 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. 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.
Publication on Website
A copy of this announcement will be made available at www.albemarlebondplc.com no later than 12:00 noon (London time) on 2 December 2013 (being the business day following the date of this announcement) in accordance with Rule 30.4 of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Canaccord, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Albemarle & Bond Holdings plc (as financial adviser, nominated adviser and broker) and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than for Albemarle & Bond Holdings plc for providing the protections afforded to clients of Canaccord nor for providing advice in relation to the matters referred to in this announcement.