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30 Jul 2015 07:00
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, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE.
FOR IMMEDIATE RELEASE
29 July 2015
Chime Communications plc
Response to recent press speculation
The Board of Chime Communications plc ("Chime") notes the recent press speculation concerning the possibility of an offer being made for the whole of the issued share capital of Chime.
The Board of Chime confirms that it is in advanced discussions with Providence Equity Partners LLC and WPP Plc (the "Consortium") regarding a potential cash offer for the entire issued share capital of Chime at 365 pence per share, plus an interim dividend for the current year of 2.53 pence per share.
An independent committee of the Board of Chime has been convened who are engaged in discussions with the Consortium. There can be no certainty that the Consortium will proceed to make an offer for Chime. A further announcement will be made in due course.
In accordance with Rule 2.6(a) of the Code, the Consortium is required, by not later than 5.00 p.m. on 26 August 2015, to either announce a firm intention to make an offer for Chime 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.
A copy of this announcement will be available at www.chimeplc.com.
The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Enquiries:
Chime Communications plcChristopher Satterthwaite, Chief ExecutiveMark Smith, Chief Operating Officer and Finance Director | Tel: +44 (0) 20 7096 5888 |
Moelis & Company UK LLP (Financial Adviser to Chime)Geoffrey AustinLiam Beere | Tel: +44 (0) 20 7634 3500 |
HSBC Bank plc (Financial Adviser to Chime)Charles PackshawJames Simpson | Tel: +44 (0) 20 7991 8888 |
Numis Securities Limited (Corporate Broker to Chime)Christopher Wilkinson | Tel: +44 (0) 20 7260 1000 |
Bell Pottinger (Public Relations Adviser to Chime) James HendersonVictoria Geoghegan | Tel: +44 (0) 20 3772 2562 |
Disclosure requirements of the Takeover Code (the "Code")
In accordance with Rule 2.10 of the Code, Chime confirms that as at the date of this announcement, it has in issue 100,734,490 ordinary shares of 25p each. Chime does not hold any ordinary shares in treasury. The International Securities Identification Number (ISIN) of the ordinary shares is GB00B2QY9355.
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.
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. 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.
Disclaimer
Moelis & Company UK LLP ("Moelis & Company"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Chime and no one else in connection with the contents of this announcement and will not be responsible to anyone other than Chime for providing the protections afforded to clients of Moelis & Company or for providing advice in relation to or in connection with the matters referred to in this announcement.
HSBC Bank plc ("HSBC"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Chime and no one else in connection with the contents of this announcement and will not be responsible to anyone other than Chime for providing the protections afforded to clients of HSBC or for providing advice in relation to or in connection with the matters referred to in this announcement.
Numis Securities Limited ("Numis"), which is authorised and regulated by the Financial Conduct Authority, is acting exclusively for Chime and no one else in connection with the contents of this announcement and will not be responsible to anyone other than Chime for providing the protections afforded to clients of Numis or for providing advice in relation to or in connection with the matters referred to in this announcement.
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