Last checked at 22 May 2018 16:58
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, 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 2.8 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")
22 May 2018
James Halstead plc
("James Halstead" or the "Company")
Statement regarding Airea plc ("Airea")
No intention to bid statement
Further to the announcement of 2 May 2018, after careful consideration, the board of James Halstead confirms that it does not intend to make an offer for Airea pursuant to Rule 2.7 of the Code.
This is a statement to which Rule 2.8 of the Code applies.
Under Note 2 on Rule 2.8 of the Code, James Halstead reserves the right to set the restrictions in Rule 2.8 aside in the following circumstances:
(a) with the agreement of the board of Airea;
(b) if a third party announces a firm intention to make an offer for Airea;
(c) if Airea announces a "whitewash" proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); or
(d) if there has been a material change of circumstances (as determined by the Panel on Takeovers and Mergers).
Enquiries:
James Halstead plc | Tel: 0161 767 2500 |
Mark Halstead, Chief Executive | |
Hudson Sandler | Tel: 020 7796 4133 |
Nick Lyon | |
Panmure Gordon (UK) Limited (Financial Adviser and Joint Broker to James Halstead) | Tel: 020 7886 2500 |
Ben Thorne | |
Andrew Potts | |
Arden Partners (Joint Broker) | Tel: 020 7614 5900 |
Chris Hardie |
Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for James Halstead and no one else in connection with the Possible Offer and will not be responsible to anyone other than James Halstead for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matters referred to herein.
Publication of this announcement
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.jameshalstead.com by no later than 12 noon (London time) on 23 May 2018, being the date following the date of this announcement.
Additional Information
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, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.
The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of James Halstead who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of James Halstead who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.
Inside Information
The information contained within this announcement is deemed by James Halstead to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.