BAE.L Regulatory News (BAE)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO ORFROM ANY RESTRICTED JURISDICTION OR OTHER JURISDICTION WHERE TO DO SO WOULDCONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 26 January 2015 RECOMMENDED CASH OFFER FOR BEALE PLC Irrevocable undertaking from Nigel Beale and Anthony Lowrey On 19 January 2015, the boards of Beales and English Rose released anannouncement (the "19 January Announcement") that they had reached agreement onthe terms of a recommended cash offer by English Rose for the entire issued andto be issued share capital of Beales. On 23 January 2015, English Rose received an irrevocable undertaking to acceptthe Offer from Nigel Beale and Anthony Lowrey in respect of 819,140 BealesShares, representing 3.99 per cent. of the issued ordinary share capital ofBeales. The undertaking will remain binding in the event of a higher competingoffer announced by a third party in respect of all the share capital of Bealesand will cease to be binding only if the Offer is withdrawn or lapses.. At 19 January 2015, English Rose had received binding irrevocable undertakingsfrom the members of the Concert Party and the Beales Directors to accept theOffer in respect of a total of 6,120,000 Beales Shares, representing, inaggregate, approximately 29.82 per cent. of Beales' issued ordinary sharecapital. Accordingly, English Rose has now received binding irrevocable undertakings toaccept the Offer in respect of a total of 6,939,140 Beales Shares,representing, in aggregate, approximately 33.81 per cent. of Beales' issuedordinary share capital. A copy of this announcement will be available, subject to certain restrictionsin relation to persons resident in Restricted Jurisdictions, on English Rose'sparent company's website at www.portnard.co.uk and on Beales' website atwww.beales.co.uk until the end of the Offer Period. Enquiries English Rose Enterprises LimitedAndrew Perloff/Simon Peters Tel. no.: 01707 667 300 Sanlam Securities UK Limited (Financial adviser to English Rose)David Worlidge/Simon Clements Tel. no.: 020 7628 2200 Beale PLCMichael Hitchcock Tel. no.: 01202 203 462 Smith Square Partners LLP (Financial adviser to Beales)John Craven/Jade Jack Tel. no.: 020 3696 7260 Buchanan Communications Ltd (PR adviser to Beales)Charles Ryland/Sophie McNulty Tel. no.: 020 7466 5000 This announcement does not constitute or form part of any offer or invitationto sell or purchase any securities or the solicitation of an offer to purchase,otherwise acquire, subscribe for, sell or otherwise dispose of any securities,pursuant to the Offer or otherwise, nor shall there be any sale, issue ortransfer of the securities referred to in this announcement in or into anyjurisdiction in contravention of any applicable law. The Offer will be madesolely by the Offer Document (together with, in the case of Beales Shares incertificated form, the Form of Acceptance), which will contain the full termsand conditions of the Offer, including details of how the Offer may beaccepted. Beales Shareholders should carefully read the Offer Document (and, ifthey hold their Beales Shares in certificated form, the Form of Acceptance) inits entirety before making a decision with respect to the Offer. Sanlam Securities, which is authorised and regulated in the United Kingdom bythe FCA, is acting exclusively for English Rose and no-one else in relation tothe Offer and will not be responsible to anyone other than English Rose forproviding the protections afforded to the customers of Sanlam Securities or forproviding advice in relation to the Offer or in relation to the contents ofthis announcement or any transaction or arrangement referred to herein, save asimposed by the Financial Services and Markets Act 2000 or the regulatory regimeestablished thereunder. Smith Square Partners, which is authorised and regulated in the United Kingdomby the FCA, is acting exclusively for Beales and no-one else in relation to theOffer and will not be responsible to anyone other than Beales for providing theprotections afforded to the customers of Smith Square Partners or for providingadvice in relation to the Offer or in relation to the contents of thisannouncement or any transaction or arrangement referred to herein. Disclosure requirements under the Code Under Rule 8.3(a) of the Code, any person who is interested in 1% or more ofany class of relevant securities of an offeree company or of any securitiesexchange offeror (being any offeror other than an offeror in respect of whichit 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 theoffer period and, if later, following the announcement in which any securitiesexchange offeror is first identified. An Opening Position Disclosure mustcontain details of the person's interests and short positions in, and rights tosubscribe for, any relevant securities of each of (i) the offeree company and(ii) any securities exchange offeror(s). An Opening Position Disclosure by aperson 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 offerperiod and, if appropriate, by no later than 3.30 pm (London time) on the 10thbusiness day following the announcement in which any securities exchangeofferor is first identified. Relevant persons who deal in the relevantsecurities of the offeree company or of a securities exchange offeror prior tothe deadline for making an Opening Position Disclosure must instead make aDealing 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 anysecurities exchange offeror must make a Dealing Disclosure if the person dealsin any relevant securities of the offeree company or of any securities exchangeofferor. A Dealing Disclosure must contain details of the dealing concerned andof 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) anysecurities exchange offeror, save to the extent that these details havepreviously been disclosed under Rule 8. A Dealing Disclosure by a person towhom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) onthe 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 relevantsecurities of an offeree company or a securities exchange offeror, they will bedeemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and byany 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 Rules8.1, 8.2 and 8.4 of the Code). Details of the offeree and offeror companies in respect of whose relevantsecurities Opening Position Disclosures and Dealing Disclosures must be madecan be found in the Disclosure Table on the Takeover Panel's website atwww.thetakeoverpanel.org.uk, including details of the number of relevantsecurities in issue, when the offer period commenced and when any offeror wasfirst 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 tomake an Opening Position Disclosure or a Dealing Disclosure. You should note that, for the purposes of the above summary of Rule 8 of theCode, English Rose is not treated as a securities exchange offeror andtherefore there is no requirement to disclose interests or dealings in sharesof English Rose or any other members of the Concert Party under Rule 8 of theCode. English Rose will be disclosing later today the details required to bedisclosed by it under Rules 8.1(a) and 8.3(a) and any further disclosure inrespect of all persons acting in concert with English Rose in accordance withRules 8.1(a) and 8.3(a) and Notes 2(a)(i) and 2(b)(i) on Rule 8 will be made assoon as possible thereafter. Publication on websites In accordance with Rule 26.1 of the Code, a copy of this announcement will bemade available, subject to certain restrictions relating to persons resident ina Restricted Jurisdiction, free of charge, on English Rose's parent company'swebsite at www.portnard.co.uk and on Beales' website at www.beales.co.uk by nolater than 12 noon (London time) on 20 January 2015. For the avoidance of doubt, neither the content of the websites referred toabove nor the contents of any website accessible from hyperlinks on any suchwebsite (or any other website) is incorporated into, or forms part of, thisannouncement nor, unless previously published by means of a RegulatoryInformation Service, should any such content be relied upon in reaching adecision regarding the matters referred to in this announcement. In accordance with Rule 30.2, a person may request a copy of the announcementin hard copy form. A person may also request that all future documents,announcements and information in relation to the Offer should be in hard copyform. A hard copy of the announcement will not be sent unless so requested. A hardcopy may be obtained by sending a request to Sanlam Securities, 10 King WilliamStreet, London EC4N 7TW or by contacting Sanlam Securities on +44 (0)20 7628 2200.